07/16/2014 AgreementAMY NEAVILIN, CPA
CLERK OF CIRCUIT COURT & COMPTROLLER
WNRE COUNTY, FLORIDA
DATE: August 7, 2014
TO: Roman Gastesi
County Administrator
ATTN. Connie Cyr
FROM. • Lindsey Ballard, D. C V V--
At the July 16, 2014, Board of County Commissioner's meeting the Board granted approval and
authorized execution of Item P3 Professional Services Agreement between Robert Reyes of Floridian
Partners, LLC and Monroe County for continuing Strategic Governmental Consulting Services for
another one -year term effective July 19, 2014 through July 18, 2015.
Enclosed is a 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 ✓
500 Whitehead Street Suite 101, PO Box 1980, Key West, FL 33040 Phone: 305 - 295 -3130 Fax 305- 295 -3663
3117 Overseas Highway, Marathon, FL 33050 Phone: 305- 289 -6027 Fax. 305 - 189 -6025
88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852 -7145 Fax 305- 852 -7146
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT, made and entered into this 16th day of July, 2014, by and
between Monroe County, (hereinafter referred to as "COUNTY "), a political subdivision of the State
of Florida, through the Monroe County Board of County Commissioners ( "BOCC "), whose address is
1100 Simonton Street, Key West, Florida 33040, and Floridian Partners, LLC (hereinafter
referred to as "LOBBYIST" and formerly known as Barreto, Cunningham, May, Dudley, Maloy &
Reyes, LLC), a Florida limited liability corporation, whose address is 108 South Monroe Street, Suite 200,
Tallahassee, FL 32301;
WHEREAS, the parties have entered into several Professional Services Agreements for
lobbying services in Tallahassee beginning in July 19,2006 and continuing through July 2014; and
WHEREAS, it has been determined to be in the best interest of the County to continue the
lobbying services for one (1) additional year upon the same terms and conditions requiring a new
Agreement between County and Floridian Partners, LLC; now, therefore
IN CONSIDERATION OF the mutual promises and covenants of this Agreement, the parties
agree as follows:
1. TERM OF AGREEMENT
This Agreement shall begin on July 19, 2014 and shall end on the 18th day of July, 2015, subject
to early termination as specified below.
2. SCOPE OF SERVICES
The scope of services will include meeting with government officials and advocating the
County's position in all aspects of County governance which is affected by State action, in both
the legislative and executive branches of State government, and participation in and facilitation
of meetings between County officials and State officials on the subject of the Florida Keys. The
scope will also include occasional meetings in the Florida Keys with County officials and
staff to educate and/or strategize. Services shall only be provided as directed by the County
Commission and communicated by the County Administrator or his designee, which
communication may be in writing or orally transmitted. Lobbyist shall keep abreast of
legislative and executive activities at the State level and keep County informed via
communications to the County Administrator, Board of County Corinnissioners and County
Attorney to include a written report on a quarterly basis when the legislature is not in session
and on a weekly basis when in session. Lobbyist may, from time to time, transmit to the
appropriate County officials such articles, analyses and governmental announcement, as
Lobbyist deems relevant to the operations of County government.
3. THE CONTRACT SUM
The County shall pay to the Lobbyist, pursuant to the Florida Prompt Payment Act, upon
receiving a proper invoice from the Lobbyist for the faithful performance of said service on an
arrears basis. Invoicing shall be submitted in twelve monthly installments.
Documentation in support of said invoice shall describe the services rendered during the month
covered by the invoice. The total Contract price shall not exceed $72,000.00 and is subject to
annual appropriation by the County Commission. The cost of any travel authorized by the
County Administrator or his designee shall be reimbursed pursuant to rules and regulations
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governing travel reimbursement and shall be in addition to the Contract price.
4. ASSIGNMENT /SUBCONTRACT
The Lobbyist shall not assign or subcontract its obligations under this agreement, except in
writing and with the prior written approval of the Board of County Commissioners for Monroe
County and Lobbyist, which approval shall be subject to such conditions and provisions as
the Board may deem necessary. This paragraph shall be incorporated by reference into any
assignment or subcontract and any assignee or subcontractors shall comply with all of the
provisions of this agreement. Unless expressly provided for therein, such approval shall in
no manner or event be deemed to impose any obligation upon the Board in addition to the
total agreed -upon price of the services /goods of the Lobbyist.
5. HOLD HARMLESS
The Lobbyist covenants and agrees to indemnify and hold harmless the Monroe County Board
of County Commissioners from any and all claims for bodily injury (including death),
personal injury, and property damage (including property owned by Monroe County) and any
other losses, damages, and expenses (including attorney's fees) which arise out of, in
connection with, or by reason of services provided by Lobbyist or any of its Subcontractor(s) in
any tier, occasioned by the negligence, errors, or other wrongful act of omission of the
Lobbyist or its Subcontractors in any tier, their employees, or agents.
In the event the completion of the project (to include the work of others) is delayed or
suspended as a result of the Lobbyist's failure to purchase or maintain the required insurance,
the Lobbyist shall indemnify the County from any and all increased expenses resulting from
such delay.
The first ten dollars ($10.00) of remuneration paid to the Lobbyist is for the indemnification
provided for above.
The extent of liability is in no way limited to, reduced, or lessened by the insurance
requirements contained elsewhere within this agreement.
6. INDEPENDENT CONTRACTOR
At all times and for all purposes under this agreement the Lobbyist is an independent
contractor and not an employee of the Board of County Commissioners for Monroe County.
No statement contained in this agreement shall be construed so as to find the Lobbyist or any
of his/her employees, contractors, servants, or agents to be employees of the Board of County
Commissioners of Monroe County.
7. ASSURANCE AGAINST DISCRIMINATION
County and Lobbyist agree that there will be no discrimination against any persons, and it is
expressly understood that upon a determination by a court of competent jurisdiction that
discrimination has occurred, this Agreement automatically terminates without any further
action on the part of any party, effective the date of the court order. County or Lobbyist agree
to comply with all Federal and Florida Statutes, and all local ordinances, as applicable, relating
to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act
of 1964 (PL 88 -352) which prohibits discrimination on the basis of race, color or national
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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 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
may be amended from time to time, relating to nondiscrimination on the basis of disability; 10)
Monroe County Code Ch. 13, Art. VI, prohibiting discrimination on the basis of race, color,
sex, religion, disability, national origin, ancestry, sexual orientation, gender identify or
expression, familial status or age; and 11) any other nondiscrimination provisions in any
Federal or State statutes which may apply to the parties to, or the subject matter of, this
Agreement.
8. COMPLIANCE WITH LAW
In providing all services/ goods pursuant to this agreement, the Lobbyist shall abide by all
statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of such
services, including those now in effect and hereinafter adopted. Any violation of said
statutes, ordinances, rules and regulations shall constitute a material breach of this agreement
and shall entitle the Board to terminate this contract immediately upon delivery of
written note of termination to the Lobbyist. The Lobbyist shall possess proper licenses to
perform work in accordance with these specifications throughout the term of this contract.
9. INSURANCE
Lobbyist shall provide documentation of insurance coverage required for those
individuals or firms that perform work for or on behalf of the County, as specified in the
Monroe County Risk Management Policy and Procedures Manual as follows:
A) General Liability Insurance. Coverage shall be maintained throughout the life of the
contract and include, as a minimum:
• Premises Operations
• Products and Completed Operations
• Blanket Contractual Liability
• Personal Injury Liability
• Expanded Definition of Property Damage
The minimum limits acceptable shall be
• $300,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
• $100,000 per Person
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• $300,000 per Occurrence
• $ 50,000 Property Damage
An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy,
its provision should include coverage for claims filed on or after the effective date of this
contract. In addition, the period for which claims may be reported should extend for a
minimum of twelve (12) months following the acceptance of work by the County.
The Monroe County Board of County Commissioners shall be named as Additional
Insured on all policies issued to satisfy the above requirements.
(B) Recognizing that the work governed by this contract requires the use of vehicles, the
Lobbyist, prior to the commencement of work shall obtain Vehicle Liability Insurance.
Coverage shall be maintained throughout the life of the contract and include, as a
minimum, liability coverage for:
• Owned, Non -Owned and Hired Vehicles
The minimum limits acceptable shall be:
• $100,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
• $ 50,000 per Person
• $100,000 per Occurrence
• $ 25,000 Property Damage
The Monroe County Board of County Commissioners shall be named as additional
Insured on all policies issued to satisfy the above requirements.
C) Prior to the commencement of work governed by this contract, the Lobbyist shall obtain
Workers' Compensation Insurance with limits sufficient to respond to Florida
Statute 440.
In addition, the Lobbyist shall obtain Employers' Liability Insurance with limits of not less
than:
• $100,000 Bodily Injury by Accident
• $500,000 Bodily Injury by Disease, each employee
Coverage shall be maintained throughout the entire term of the contract.
Coverage shall be provided by a company or companies authorized to transact business in the
State of Florida.
If the lobbyist has been approved by the Florida Department of Labor, as an authorized self-
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insurer, the County shall recognize and honor the Lobbyist's status. The Lobbyist may be
required to submit a Letter of Authorization issued by the Department of Labor and a
Certificate of Insurance, providing details on the Lobbyist's Excess Insurance Program.
If the Lobbyist participates in a self - insurance fund, a Certificate of Insurance will be
required. In addition, the Lobbyist may be required to submit updated financial
statements from the fund upon request from the County.
10. FUNDING AVAILABILITY
In the event that funds are partially reduced or cannot be continued at a level sufficient to
allow for the provision of the services /goods specified herein, this agreement may then be
terminated immediately at the option of the Board of County Commissioners by written
notice of termination delivered in person or by mail to the Lobbyist. The Board shall not be
obligated to pay for any services provided by the Lobbyist after the Lobbyist has received
written notice of termination. Monroe County's performance and obligation to pay under this
contract, is contingent upon an annual appropriation by the BOCC.
11. PROFESSIONAL RESPONSIBILITY
The Lobbyist warrants that it is authorized by law to engage in the performance of the
activities encompassed by the project herein described, subject to the terms and
conditions set forth in these contract documents. The Lobbyist shall at all times exercise
independent, professional judgment and shall assume professional responsibility for the
services to be provided.
12. NOTICE REOUIREMENTS
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, return receipt requested, to the
following:
FOR COUNTY: County Administrator
1100 Simonton Street
Key West, FL 33040
FOR LOBBYIST: Floridian Partners, LLC.
108 S. Monroe Street, Suite 200
Tallahassee, FL 32301
13. EARLY TERMINATION
A) In the event that the Lobbyist shall be found to be negligent in any aspect of
completion of the Scope of Work, the County shall have the right to terminate this
Agreement after five days written notification to the Lobbyist.
B). Either of the parties hereto may cancel this agreement without cause by giving the other
party thirty days written notice of its intention to do so.
G,
14. GOVERNMENT LAWS/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.
In the event that any cause of action or administrative proceeding is instituted for the enforcement
or interpretation of the Agreement, the County and Lobbyist agree that venue will lie in the
appropriate Court or before the appropriate administrative body in Monroe County, Florida.
The County and Lobbyist agree that, in the event of conflicting interpretations of the terms
or a term of this Agreement by or between any of them, the issue shall be submitted to mediation
prior to the institution of any other administrative or legal proceeding.
15. RECORDKEEPING
Lobbyist shall maintain all books, records, and documents directly pertinent to
performance under this Agreement in accordance with generally accepted accounting principles
consistently applied. Each part to this Agreement or their 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 Clerk determines that monies
paid to Lobbyist pursuant to this Agreement were spent for purposes not authorized by this
Agreement, the Lobbyist shall repay the monies together with interest calculated pursuant to
Sec. 55.03, F.S. running from the date the monies were paid to Lobbyist.
16. 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 Lobbyist 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.
17. ATTORNEY'S FEES AND COSTS
The County and Lobbyist 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, court
costs, investigative and out -of- pocket expenses, as an award against the non - prevailing party,
and shall include attorney's fees, court costs, investigative and out -of- pocket expenses in
appellate proceedings. Mediation proceedings initiated and conducted pursuant to this
Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and
customary procedures required by the Circuit Court of Monroe County.
18. BINDING EFFECT
The terms, covenants, conditions and provisions of this Agreement shall bind and inure to the
benefit of the County and Lobbyist and their respective legal representatives, successors
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and assigns.
19. 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.
20 CLAIMS FOR FEDERAL. OR STATE AID
Lobbyist 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.
21. ADJUDICATION OF DISPUTES OR DISAGREEMENTS
County and Lobbyist 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 30 days after the first meet and confer session, the issue or issues shall
be discussed at a public meeting of the Board of County Commissioners. If the issue
or issues are still not resolved to the satisfaction of 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.
22. COOPERATION
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
Lobbyist agree to participate, to the extent required by the other party, 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 Lobbyist specifically agree that no
party to this Agreement shall be required to enter into any arbitration proceedings related to
this Agreement.
23. COVENANT OF NO INTEREST
County and Lobbyist covenant that neither presently has any interest, and shall not acquire
any interest, which would conflict in any manner or degree with its performance under this
Agreement, and that the only interest of each is to perform and receive benefits as recited in this
Agreement.
24. CODE OF ETHICS
County agrees that officers and employees of the County recognize and will be required to
comply with the standards of conduct for public officers and 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.
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25. NO SOLICITATION/PAYMENT_
The County and Lobbyist 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 Lobbyist
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.
26. PUBLIC ACCESS
The County and Lobbyist shall allow and permit reasonable access to, and inspection of, all
documents, papers, letters or other materials in its possession or under its control subject to
the provisions of Chapter 119, Florida Statutes, and made or received by the County and
Lobbyist in conjunction with this Agreement and the County shall have the right to unilaterally
cancel this Agreement upon violation of this provision by Lobbyist. Pursuant to Florida Statute
§119.0701, Contractor and its subcontractors shall comply with all public records laws of the
State of Florida, including but not limited to:
(A) Keep and maintain public records that ordinarily and necessarily would be required
by Monroe County in the performance of this Agreement.
(B) Provide the public with access to public records on the same terms and conditions
that Monroe County would provide the records and at a cost that does not exceed the cost
provided in Florida Statutes, Chapter 119 or as otherwise provided by law.
(C) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law.
(D) Meet all requirements for retaining public records and transfer, at no cost, to Monroe
County all public records in possession of the contractor upon termination of this
Agreement and destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. All records stored electronically must
be provided to Monroe County in a format that is compatible with the information
technology systems of Monroe County.
27. NON- WIAVF.R OF IMMUNITY
Notwithstanding the provision of Sec. 286.28, Florida Statutes, the participation of the County
and the Lobbyist 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.
El
28. 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 functions and duties of such officers, agents, volunteers, or
employees outside the territorial limits of the County.
29. LEGAL OBLIGATIONS AND RESPONSIBILITIES
This Agreement is not intended to, nor shall it be construed as, relieving any participating entity
from any obligation or responsibility imposed upon the entity by law except to the extent of
actual and timely performance thereof by a 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
Statutes, and case law.
30. 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 the Lobbyist agree
that neither the County nor the Lobbyist 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.
31. ATTESTATIONS
Lobbyist agrees to execute such documents as the County may reasonably require, to include
a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace
Statement.
32. NO PERSONAL LIABILITY
No covenant or agreement contained herein shall be deemed to be a covenant or
agreement of any member, officer, agent or employee of Monroe County in his or her individual
capacity, and no member, officer, agent or employee of Monroe County shall be liable
personally on this Agreement or be subject to any personal liability or accountability by
reason of the execution of this Agreement.
33. EXECUTION ON COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall be regarded
as an original, all of which taken together shall constitute one and the same instrument and any of
the parties hereto may execute this Agreement by signing any such counterpart.
34. SECTION HEADINGS
Section headings have been inserted in this Agreement as a matter of convenience of
reference only, and it is agreed that such section headings are not a part of this
Agreement and will not be used in the interpretation of any provision of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and date first written above at four (4) counterparts, each of which shall, without proof or
accounting for the other counterpart, be deemed an original contract.
WITNESSES:
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BOARD OF COUNTY COMMISSIONERS
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