Item P104
CM
ounty of onroe
BOARD OF COUNTY COMMISSIONERS
Mayor Heather Carruthers, District 3
Mayor Pro Tem George Neugent, District 2
TheFloridaKeys
Danny L. Kolhage, District 1
David Rice, District 4
Sylvia J. Murphy, District 5
County Commission Meeting
October 19, 2016
Agenda Item Number: P.10
Agenda Item Summary #2246
BULK ITEM: DEPARTMENT:
Yes County Administrator
TIME APPROXIMATE:STAFF CONTACT:
Lisa Tennyson (305) 292-4444
N/A
AGENDA ITEM WORDING:
Approval of new annual agreement with Peebles and Smith (John
Wayne Smith) and Gray Robinson (Dean Cannon) for continuing strategic governmental consulting
and lobbying services on behalf of Monroe County in the legislative and executive branches of State
government effective October 1, 2016.
ITEM BACKGROUND:
Staff has added stronger conflict of interest language, and desires to have
all state lobbying contracts to begin October 1-Sept 30. There is no change in compensation terms.
The new agreement will also recognize a firm name change from Capitol Insight LLC (Dean
Cannon) to Gray Robinson (Dean Cannon). The County continues to require
representation/lobbying/advocacy in the legislative and executive branches of State government.
Peebles and Smith and Capitol Insight LLC (now Gray Robinson) have jointly represented the
County since 2012. Under the agreement, the County will pay Peebles and Smith for work
performed by both Lobbyists and Peebles and Smith will pay Gray Robinson from funds it receives
from the County (same arrangement as current agreement.) The total cost of this agreement shall not
exceed $72,000.00 (same compensation as current agreement.)
This is a new agreement, which, upon approval by the Board, will take effect retroactive to October
1, 2016. A different item on the agenda will terminates the current agreement on September 30,
2016.
PREVIOUS RELEVANT BOCC ACTION:
On February 10, 2016, BOCC approved Second Amendment to Consulting Services Agreement
for one year from January 1, 2016 to December 31, 2016.
On December 10, 2014, the BOCC approved First Amendment to Consulting Services
Agreement renewing contract for one year, January 1, 2015-December 31, 2015, and reflecting name
change of William Peebles, PA to Peebles and Smith, LLC.
On September 13, 2013, the BOCC approved new Consulting Services Agreement with William
Peebles, PA and Capitol Insight, LCC for September 17, 2014-December 31, 2014.
December 12, 2012, BOCC approved agreement with William Peebles, PA and sub, Capitol
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Insight, LLC.
CONTRACT/AGREEMENT CHANGES:
New Contract with lobbying firms of Peebles and Smith and Gray Robinson for joint representation
for one year to begin on October 1. No change in compensation terms. Contract language was
changed to strengthen the conflict interest provision.
STAFF RECOMMENDATION:
Approval.
DOCUMENTATION:
Peebles Smith New Agreement
Peebles Smith Gray Robinson Lobbying Agreement 2016-2017- Final Rev'd
FINANCIAL IMPACT:
Effective Date: 10/01/2016
Expiration Date: 09/30/2017
Total Dollar Value of Contract: $72,000.00
Total Cost to County:
Current Year Portion:
Budgeted:
Yes
Source of Funds:
CPI:
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: If yes, amount:
Grant:
County Match
:
Insurance Required:
Additional Details:
REVIEWED BY:
Bob Shillinger Completed 10/04/2016 5:27 PM
Budget and Finance Completed 10/05/2016 8:02 AM
Maria Slavik Completed 10/05/2016 8:40 AM
Kathy Peters Completed 10/05/2016 2:02 PM
Board of County Commissioners Pending 10/19/2016 9:00 AM
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AGREEMENT FOR
LOBBYING SERVICES
Between
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
And
PEEBLES AND SMITH, INC. AND GRAY ROBINSON, P.A.
th
This Agreement (“Agreement”) made and entered into this 19day of October,2016, by
and betweenMonroe 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
Peebles and Smith, Inc..,a corporation of the State of Florida, and whose address is 301
South Bronough Street, Suite 500, Tallahassee, Florida,32301, its successors and assigns,
hereinafter referred to as "LOBBYIST",and
Gray Robinson, PA, a corporation of the State of Florida, and whose address is 301 South
Bronough Street, Suite 600, Tallahassee, Florida,32301, its successors and assigns, hereinafter
referred to as "LOBBYIST",and
WHEREAS
, COUNTY desires to employ the professional services of LOBBYISTSfor
state legislative lobbying services advance the County’s legislative priorities and issues including
but not limited toland acquisition, water quality,Stewardship Act appropriations, other
appropriations, windand flood insurance, environmental, growth
management/planning/building, marine resources, human services, affordable housing, jails,
juvenile justice, finance and taxation,emergency management, public safety,tourism,
telecommunications, Florida Retirement System, courts/clerks, mental health and substance
abuse, sustainability, solid waste, local government preemption, unfunded mandates, revenue
sharing, protection of County revenue, RESTORE Act-related issues and funding,andother
issue areas and services as assigned by the CountyAdministrator and agreed to by the
LOBBYISTS; and
WHEREAS
,LOBBYISTShaveagreed to provide the professional services as
PEEBLES AND SMITH, AND GRAY ROBINSONfor representation as described in this
agreement; 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 LOBBYISTSagree as follows:
TERM OF AGREEMENT.
1.This agreement shall be effective upon approval and the
agreement shall continue for a period of 1 year, beginning October 1, 2016. The County
shall have the option to renew the agreement after the original terms, subject to
performance by the LOBBYISTSand the availability of County funds.
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COMPENSATION.
The County, in consideration of the LOBBYISTSsatisfactorily
performing services, shall pay the LOBBYISTSa total of $72,000(Seventy-Two
ThousandDollars), plus any additional costs associated with travel as requested and
approved by the County, on invoices submitted byLOBBYISTSto the County
Administrator’s office on a monthly basis. Invoices must provide sufficient detail and
documentation to support work accomplishedand any additional costs for which
LOBBYISTSis seeking reimbursement, including but not limited to the exact dates of
travel, mileage, costs, receipts and description of workcompleted under this Contract.
TotalContract shall not exceed $72,000(Seventy-Two Thousand Dollars) plus the cost
of approved travel expenses.
This is the total sum to be paid to LOBBYISTSas a whole and
Travel expenses may be paid if approved by the County Administrator as
not individually.
long as adequate documentation is provided by LOBBYISTS. Travel expenses are
regulated by the Monroe County Code Sec. 2-106et. seq.
SCOPE OF SERVICES.
2.
3.1Provide a full range of professional lobbying services and advocacy before the
Florida Legislature, the Governor, the Cabinet, and executive departments,agencies,
offices, commissions, and other governmental units of the state ofFlorida with respect to
all of COUNTY’s legislative and regulatory interests; matters contained within
COUNTY’s state legislative program; assigned executive branch projects; and other
issues or projects of the COUNTY as assigned by the Contract Administrator and
Director of Legislative Affairs.
3.2 Effectively communicate COUNTY’s state legislative program and issues to
members of Legislature, Governor and Cabinet, and executive departments, agencies,
offices, commissions and other governmental units of the state of Florida.
3.3 Upon request, arrange meetings for County Commissioners, County officials, and
staff with members and officials of the Legislative and Executive Branch of state
government and other entities as necessary, including members of the Legislature in
leadership positions, key legislative committee members and staff, and executive branch
leaders and key officials within the Governor’s Office, Cabinet, and state agencies.
3.4 Be available on a 24-hour basis during any Regular Session, extended session, or
special session, committee week, and at other times as requested, to: assist in writing,
interpreting, and monitoring legislation, agency rules and regulations; drafting legislation,
amendments, provisolanguage, position papers, and testimony; obtaining documentation
and research materials; and securing sponsors for bills, amendments, resolutions, proviso
language and other legislation, as necessary to accomplish COUNTY’s legislative and
executive branch goals.
3.5 Identify and discuss with COUNTY any areas of potential concern or opportunity for
obtaining passage of COUNTY’s legislative priorities, other issues in the state legislative
program, and executive branch issues or projects assigned to the firm.
3.6 Attend weekly team strategy meetings, legislative committee meetings, briefings, and
hearings, during session and interim committee weeks, and report on all matters assigned;
and participate in meetings, conference calls, and provide verbal or written reports to
COUNTY at other times, as directed by the Director of Legislative Affairs.
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3.7Consult with County Commissioners, County Administrator, Director of Legislative
Affairs,County Attorney, and such other persons designated by the Contract
Administratorregarding any legislative or executive matter which may impact the
COUNTY, and take any necessary action, as determined by the CountyAdministrator
and Director of Legislative Affairs.
3.8Prepare and submit written reports, as may be required by the Director ofLegislative
Affairs, regarding the status of assigned issues and projects, progress made to achieve
such matters, an end-of-session report upon the conclusion of any regular orspecial
session and a written report on each monthly invoice provided by the LOBBYISTS
during the period covered by the invoice.
REPRESENTATIONS AND WARRANTIES.
4.By executing this Agreement,
LOBBYISTSmakes the following express representations and warranties to the
COUNTY:
4.1:The LOBBYISTSis professionally qualified to act as the LOBBYISTSfor the
Scope of servicesand is licensed to provide the designated services by all public entities
having jurisdiction over the LOBBYISTSand the Scope of services;
4.2:The LOBBYISTSshall maintain all necessary licenses, permits or other
authorizations necessary to act as LOBBYISTSuntil the LOBBYISTS’S duties
hereunder have been fully satisfied;
4.3:The LOBBYISTShas become familiar Monroe County’s legislative issues and
priorities.
4.4:The LOBBYISTSshall 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 LOBBYISTS
warrants that the documents prepared as a part of this Agreement will be adequate and
sufficient to accomplish the scope of services, therefore, eliminating any additional cost
due to missing or incorrect information.
4.5:The LOBBYISTSassumes full responsibility to the extent allowed by law with
regards to his performance and those directly under his employ.
4.6: The LOBBYISTS’S services shall be performed as expeditiously as is consistent
with professional skill and care and the orderly progress of the scope of services.
:
4.7LOBBYISTSareindependent contractorsunder this Agreement. Services provided
by LOBBYISTS, or SUB-LOBBYISTS(s), shall be subject to the supervision of
LOBBYISTS. In providing the services, LOBBYISTSand 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.
4.8: The LOBBYISTSshall, without additional compensation, promptly correct any
errors, omissions, deficiencies, or conflicts in the work product of the LOBBYISTSor its
sub-LOBBYISTS, or both.
OUNTY'S RESPONSIBILITIES.
5.CCOUNTY shall provide information in its
possession upon request from LOBBYISTSas needed for the Project including
objectives, schedule, constraints and criteria.COUNTY shall designate a representative
to act on the COUNTY'S behalf with respect to the Project. The COUNTY or its
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representative shall render decisions in a timely manner pertaining to documents
submitted by the LOBBYISTSin order to avoid unreasonabledelay in the orderly and
sequential progress of the LOBBYISTS’S services.Prompt written notice shall be given
by COUNTY through its representative to LOBBYISTSif COUNTY becomes aware of
any fault or defect in the Project or non-conformance with the Agreement Documents.
Any information that may be of assistance to the LOBBYISTSto which the COUNTY
has immediate access will be provided as requested.
WRITTEN NOTICE.
6.Any noticesunder this Agreementsent 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.
6.1: All written correspondence to the COUNTY shall be dated and signed by an
authorized representative of the LOBBYISTS. The correspondence shall be directed to:
Roman Gastesi, County Administrator,
and Lisa Tennyson, Director of Legislative Affairs
1100 Simonton Street
Key West, Florida 33040
With a copy to:
Bob Shillinger, County Attorney
th
1111 12Street, Suite 408
Key West, FL 33040
6.2: Notice to the LOBBYISTSshall be delivered to:
John Wayne Smith, Peebles and Smith, Inc.
301 South Bronough Street, Suite 500
Tallahassee, Fl. 32301
And
Dean Cannon, Gray Robinson, PA
301 South Bronough Street, Suite 600
Tallahassee, Fl. 32301
CONFLICT OF INTEREST.
7.LOBBYISTSagrees it shall not contract for or accept
employment for the performance of any work or service with any individual, business
corporation, or government unit that would create a conflict of interest in the performance
of its obligations under this Agreement. LOBBYISTSfurther agrees it will neither take
any action nor engage in any conduct that would cause any County employee or official to
violate the provisions of Chapter 112, Florida Statutes, relating to ethics in government.
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7.1No LOBBYISTSunder contract with the county shall engage in any employment or
contractual relationship with any entity, which employment or contractual relationship
would or could be adverse to the COUNTYor which would or could interfere with the
LOBBYISTS’swork on behalf of the COUNTY. Such relationship includes, but is not
limited to, representing a client whose interest is currently in opposition to the interest of
the COUNTY; serving as a consulting or testifying expert witness in litigation against the
county; representing persons or entities before any board or agency of the county; or any
other contractual relationship of whatever kind or nature in which the consultant uses his
professional expertise or provides professional services in such a manner that a different
person or entity benefits at the expense of the COUNTYin a given transaction between
other person or entity in the county.
A position in opposition to a County position may take the form of an adverse policy
position or fiscal impact on the County, either direct or indirect. A position in opposition
to a County position is not limited to a position that conflicts with an express provision of
the legislative package adopted by the Board of County Commissioners. Itmay also arise
in other areas. Not every County interest can be anticipated or enumerated in the County’s
legislative package, and issues arise and change over the course of the legislative process.
It is incumbent on the LOBBYISTSY to remain mindful of the County policy and fiscal
interests and positions vis-à-vis other clients.
7.3If actual or perceived conflict arises, the LOBBYISTSmust advise the County
Administrator immediately in writing, provide sufficient information concerning the
conflict, and seek a waiver of the conflict. The County Administrator shall report the
conflict to the Board of County Commissioners.
Once a conflict waiver request has been received by the County, the County
Administrator, in consultation with the County Attorney may take any action regarding
the waiver request, including by not limited to the following: 1) allow a waiver and allow
the LOBBYISTStocontinue to represent both the County and the other party; 2) disallow
a waiver and require the LOBBYISTSto choose between representing the County or the
other party, or to discontinue representing the other party; 3) allow a limited waiver and
require the LOBBYISTSto continue to represent both the County and the other party
under whatever limitations or restrictions the County Administrator, in consultation with
the County Attorney, determines to be appropriate. Any such actions by the County
Administrator shall only be effective until the Board of County Commissioners has
considered the conflict action.
The Board of County Commissioners may take any actionnecessary, such as termination
or waiveror partial waiver, to address the conflict of interest disclosed by the
Waiver of any conflict of interest or termination of this Agreement is
LOBBYISTS.
expressly reserved to the Board.
INSURANCE
8..The LOBBYISTSshall obtain insurance within thirty (30) days of the
effectivedate of this Agreement as specified and shall provide proof of insurance
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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 LOBBYISTS’S failure to purchase or maintain the required insurance, the
LOBBYISTSshall indemnify the COUNTY from any and all increased expenses
resulting from such delay.
8.1: 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.
8.2:LOBBYISTSshall 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.
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
LOBBYISTSor any of its employees, agents or SUB-LOBBYIST, 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 ThousandDollars ($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 whichclaims may be reported
should extend for a minimum of twelve (12) months following the acceptance of
work by the County.
E.LOBBYISTSshall require its SUB-LOBBYISTto be adequately insured. COUNTY
will not pay for increased limits of insurance for SUB-LOBBYIST.
F.LOBBYISTSshall 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.
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G.COUNTY shall be named as additional insured on all insurance policies, except the
professional insurance policy.
9.HOLD HARMLESS.
The LOBBYISTS covenant and agreeto 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 reasonof services
provided by LOBBYISTSor any of its Subcontractor(s) in any tier, occasioned by the
negligence, errors, or other wrongful act of omission of the LOBBYISTSor 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 LOBBYISTS’s failure to purchase or maintain the required
insurance, the LOBBYISTSshall indemnify the County from any and all increased
expenses resulting from such delay.
The first ten dollars ($10.00) of remuneration paid to the LOBBYISTSis 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.
10.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.
11.OWNERSHIP OF THE PROJECT DOCUMENTS
. The documents, if any, prepared
by the LOBBYISTSfor this Project belong to the COUNTY, and may not be reproduced
and copied without acknowledgement and permission of the COUNTY.
12SUCCESSORS AND ASSIGNS.
.The LOBBYISTSshall 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.
13.NO THIRD PARTY BENEFICIARIES
. Nothing contained herein shall create any
relationship, contractual or otherwise, with or any rights in favor of, any third party.
14.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 LOBBYISTSwill control.
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15.PUBLIC ENTITIES CRIMES.
A person or affiliate who hasbeen 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, LOBBYISTSor SUB-
LOBBYISTSunder 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, LOBBYISTSrepresents 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, LOBBYISTSfurther represents that there has been no
determination, basedon an audit, that it or any SUB-LOBBYISTShas 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 as a “public entity crime”
regardless of the amount of money involved or whether LOBBYISTShas been placed on
the convicted vendor list.
LOBBYISTSwill promptly notify the COUNTY if it or any SUB-LOBBYISTSis
formally charged with an act defined as a “public entity crime” or has been placed
on the convicted vendor list
.
16.MAINTENANCE OF RECORDS.
LOBBYISTSshall 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 shallhave 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
LOBBYISTSpursuant to this Agreement were spent for purposes not authorized by this
Agreement, the LOBBYISTSshall 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.
17.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
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institutedfor the enforcement or interpretation of this Agreement, COUNTY and
LOBBYISTSagree 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 LOBBYISTSagree 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.
18.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 LOBBYISTSagree to reform the Agreement to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the
stricken provision.
19.ATTORNEY’S FEES AND COSTS
.The COUNTY and LOBBYISTSagree 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.
20.BINDING EFFECT
.The terms, covenants, conditions, and provisions of this
Agreement shall bind and inure to the benefit of the COUNTY and LOBBYISTSand
their respective legal representatives, successors, and assigns.
21.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.
22.CLAIMS FOR FEDERAL OR STATE AID
.LOBBYISTSand 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.
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23.ADJUDICATION OF DISPUTES OR DISAGREEMENTS.
COUNTY and
LOBBYISTSagree 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.
24.1COUNTY and LOBBYISTSspecifically agree that no party to this Agreement shall
be required to enter into any arbitration proceedings related to this Agreement.
24.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 LOBBYISTSagree 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.
25.NONDISCRIMINATION.
LOBBYISTSand 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 ofthe court order. LOBBYISTSandCOUNTY agreeto 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.
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25.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.
26.NO SOLICITATION/PAYMENT.
The LOBBYISTSand 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 LOBBYISTSagrees 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.
27.PUBLIC ACCESS
.The LOBBYISTSand 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 LOBBYISTSand COUNTY in connection with this
Agreement; and the COUNTY shall have the right to unilaterally cancel this Agreement
upon violation of this provision by LOBBYISTS.
Public Records Compliance. Contractor must comply with Florida public records laws,
including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of
the Constitution of Florida. The County and Contractor shall allow and permit reasonable
access to, and inspection of, all documents, records, papers, letters or other “public
record” 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 Contractor in
conjunction with this contract and related to contract performance. The County shall
have the right to unilaterally cancel this contract upon violation of this provision by the
Contractor. Failure of the Contractor to abide by the terms of this provision shall be
deemed amaterial breach of this contract and the County may enforce the terms of this
provision in the form of a court proceeding and shall, as a prevailing party, be entitled to
reimbursement of all attorney’s fees and costs associated with that proceeding. This
provision shall survive any termination or expiration of the contract.
The Contractor is encouraged to consult with its advisors about Florida Public Records
Law in order to comply with this provision.
Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Contractor is
required to:
(1)Keep and maintain public records that would be required by the County to perform
the service.
(2) Upon receipt from the County’s custodian of records, provide the County with a
copy of the requested records or allow the records to be inspected or copied within a
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reasonable time at a cost that does not exceed the cost provided in this chapter or as
otherwise provided by law.
(3)Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for the
duration of the contract term and following completion of the contract if the contractor
does not transfer the records to the County.
(4)Upon completion of the contract, transfer, at no cost, to the County all public
records in possession of the Contractor or keep and maintain public records that would be
required by the County to perform the service. If the Contractor transfers all public
records to the County upon completion of the contract, the Contractor shall destroy any
duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. If the Contractor keeps and maintains public records upon
completionof the contract, the Contractor shall meet all applicable requirements for
retaining public records. All records stored electronically must be provided to the County,
upon request from the County’s custodian of records, in a format that is compatible with
the information technology systems of the County.
(5) A request to inspect or copy public records relating to a County contract must be
made directly to the County, but if the County does not possess the requested records, the
County shall immediately notify the Contractor of the request, and the Contractor must
provide the records to the County or allow the records to be inspected or copied within a
reasonable time.
If the Contractor does not comply with the County’s request for records, the County shall
enforce the public records contract provisions in accordance with the contract,
notwithstanding the County’s option and right to unilaterally cancel this contract upon
violation of this provision by the Contractor. A Contractor who fails to provide thepublic
records to the County or pursuant to a valid public records request within a reasonable
time may be subject to penalties under section119.10, Florida Statutes.
The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of
any public records unless or otherwise provided in this provision or as otherwise
provided by law.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO
PROVIDE PUBLIC RECORDS RELATINGTO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305-292-
3470 BRADLEY-BRIAN@MONROECOUNTY-FL.GOV, MONROE COUNTY
ATTORNEY’S OFFICE 1111 12TH Street, SUITE 408, KEY WEST, FL 33040.
NON-WAIVER OF IMMUNITY.
28.Notwithstanding the provisions of Sec. 768.28,
Florida Statutes, the participation of the LOBBYISTSand 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
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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.
29.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.
30.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.
31.NON-RELIANCEBY 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 LOBBYISTSand the COUNTY agree that neither the LOBBYISTS
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.
32.EXECUTION OF COUNTY FORMS.
LOBBYISTSagrees to execute such documents
as COUNTY may reasonably require, including a Public Entity Crime Statement, an
Ethics Statement, and a Drug-Free Workplace Statement.
33.NO PERSONAL LIABILITY.N
o covenant or agreement contained herein shall be
deemedto 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.
34.ASSIGNMENT/SUBCONTRACT.
LOBBYISTSshall 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.
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35.INDEPENDENT CONTRACTOR.
At all times and for all purposes under this
agreement the LOBBYISTSareindependent contractorsand not employeesof the Board
of County Commissioners for Monroe County. No statement contained in this agreement
shall be construed so as to find the LOBBYISTSor any of their employees, contractors,
servants, or agents to be employees of the Board of County Commissioners of Monroe
County.
36.EXECUTION IN COUNTERPARTS.
This Agreement may be executed in any number
of counterparts, each of which shall be regarded as an original, all of which taken
together shall constitute one and the same instrument and 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)BOARD OF COUNTY COMMISSIONERS OF
Attest: AMY HEAVILIN, ClerkMONROE COUNTY, FLORIDA
By:_____________________________By:_____________________________
Deputy ClerkMayor/Chairman
Date:___________________________
PEEBLES AND SMITH, Inc.
BY:____________________________By:________________________
Authorized SignatureAuthorized Signature
Print Name:_____________________ Print Name: _______________
Title:_________________________Title :_______________________
Date:___________________________ Date:__________________
GRAY ROBINSON, P.A.
BY:____________________________By:________________________
Authorized SignatureAuthorized Signature
Print Name:_____________________ Print Name: _______________
Title:_________________________Title :_______________________
Date:___________________________ Date:__________________
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END OF AGREEMENT
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