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Item P3 BOARD OF COUNTY COND41SSIONERS AGENDA ITEM SUMMARY Meeting Date: March 19 2014 Division: County Administrator Bulls Item: Yes x No Staff Contact Person/Phone#:Lisa Tennyson x4444 AGENDA ITEM WORDING: Approval of Assignment and Second Amendment of Contract with Cardenas Partners, LLC to Squire Sanders Public Advocacy, LLC through September 30, 2014, for federal lobbying services. ITEM BACKGROUND: Cardenas Partners LLC has provided federal lobbying services to the County since 2009. These services were provided by Al Cardenas,Carl Chidlow and Emily Zammit. In January 2014, the County extended the contract with Cardenas Partners LLC through September 2014 to authorize continued representation while the County conducts an RFP and selection process for federal lobbying services.(Contract attached.) Staff was verbally notified by Carl Chidlow on February 20, 2014 that Cardenas Partners LLC was dissolving as of February 28,2014.that Carl Chidlow is joining the fum,Winning Strategies. The news was subsequently confirmed via a press release sent from Emily Zammit. Formal written notice to the County was provided on February 27,2014.(Attached.) Al Cardenas and Emily Zammit are moving to a new firm, Squire Sanders. Ms. Zammit will be joining the firm's lobbying shop,Squire Sanders Public Advocacy,LLC,while Al Cardenas will be working both the law and lobbying sides of the firm. Assigning the contract to Squires Sanders enables us to stay with Cardenas/Zammit and maintain continuity in this interim period(present through September),while we continue through our RFP process for Federal Lobbying Services. PREVIOUS RELEVANT BOCC ACTION: • February 2009 approved agreement with Tew Cardenas LLP • March 2009 approved amendment with Tew Cardenas,LLP • August 2009 approved Consent Assignment to Cardenas Partners,LLC • February 2010 approved Third Amendment with Cardenas Partners,LLC • January 2011 approved Fourth Amendment with Cardenas Partners,LLC • January 2012 approved Agreement with Cardenas Partners,LLC • January 2013 approved Agreement with Cardenas Partners,LLC • January 2014 approved First Amendment, a 9-month extension of the Agreement with Cardenas Partners,LLC CONTRACT/AGREEMENT CHANGES: Contract services,requirements,and costs remain the same. STAFF RECOMNIENDATIONS: Approval TOTAL COST: $38.500 15.500Imo x 7 ma) INDIRECT COST: BUDGETED: Yes X No— COST TO COUNTY: SOURCE OF FUNDS: 00101-530310 REVENUE PRODUCING: Yes_ No AMOUNT PER MONTH Year APPROVED BY: County Atty 0�: ,/Purc asing Risk Management DOCUMENTATION: Included xx Not Required DISPOSITION: AGENDA ITEM# Revised 1/09 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Squire Sanders Contract# Effective Date: 3-19-2014 Expiration Date: 9-30-2014 Contract Purpose/Description: Lobbyist Assignment of contract Contract Manager: Lisa Tennyson 4444 Coma Administrator (Name) (Ext.) (Department/Stop#) for BOCC meeting on 3-19-14 Agenda Deadline: 3-4-14 CONTRACT COSTS Total Dollar Value of Contract: $ 38,500. Current Year Portion: $ all Budgeted?Yes® No❑ Account Codes: 00101-53 310- Grant: $ County Match:$ _ ADDITIONAL COSTS Estimated Ongoing Costs: $35000/yr For: lobbying (Not included in dollar value above) (e .maintenance,utilities,janitorial,salaries,etc.) CONTRACT REVIEW Changes Date Out Date In Needed Reviewer Division Director Yes❑No❑ Yes❑No� ,. u Risk �Management "�;',,,, O.M.B.IPtuwing . � .... Yes❑No�] County Attorney 313 CLly Yes❑No(ZAAA-I� Z0 .. n Comments: 3•y•�,�v A a+ 4 � -xc OMB Form Revised 7/01 MCP#2 Assignment and Second Amendment to Agreement for Consultant Services Between Monroe County and Squire Sanders Public Advocacy, LLC This Assignment ("Assignment") and Second Amendment is made and entered Into this—day of March,2014, 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 Squire Sanders Public Advocacy, LLC, with an address of 1200 1 e Street N.W., Suite 300,Washington, DC 20036, its successors and assigns, hereinafter referred to as "CONSULTANT°. WHEREAS, COUNTY desires to employ the professional services of CONSULTANT for representation involving general issues of interest and importance to Monroe County and includes services as designated by the County Administrator and agreed to by CONSULTANT; and WHEREAS, it is in the public interest of the citizens of Monroe County to have a consultant to advocate and educate for their interests at the State and Federal legislative levels; and WHEREAS,the COUNTY had entered Into an AGREEMENT with the firm of Cardenas Partners, LLC on January 16, 2013, as Amended on January 16, 2014; and WHEREAS,the County has been notified that the firm of Cardenas Partners, LLC has been dissolved; and members of the former Cardenas Partners, LLC have joined the firm of Squire Sanders Public Advocacy, LLC; and WHEREAS,the COUNTY wishes to hire the firm of Squire Sanders Public Advocacy, LLC as its CONSULTANT; and WHEREAS, Squire Sanders Public Advocacy, LLC has agreed to accept the assignment of the Agreement and its amendment between Cardenas Partners, LLC and Monroe County and to accept the Second Amendment to that agreement in order to provide the professional services involving general issues of interest and importance to Monroe County. 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: I 1. The AGREEMENT dated January 16, 2013 and the First Amendment thereto dated January 2014 between MONROE COUNTY and Cardenas Partners, LLC, (which Is attached hereto and made a part hereof as Exhibit W), Is hereby assigned to the firm of Squire Sanders Public Advocacy, LLC. 2. In addition,the CONSULTANT agrees to the following SECOND AMENDMENT to the January 16,2013 Agreement: A)CONSULTANT agrees to follow the requirements from Florida Statute 119.0701 (2) related to public records requests which require the CONSULTANT to: (I) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service.) (ii) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (III) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (iv) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records In possession of the contractor upon termination of the contract 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 the public agency in a format that Is compatible with the information technology systems of the public agency. B)To assign only qualified personnel to perform any service concerning the scope of work.At the time of execution of this Agreement, the parties anticipate that the following named individuals will perform those functions: (i) Alberto Cardenas (ii) Emily Zammit 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. 3. This ASSIGNMENT and SECOND AMENDMENT is effective upon execution by CONSULTANT and acceptance and approval by COUNTY in accordance with COUNTY'S policies, ordinances, or governing statutes,at which time all prior agreements are revoked In favor of this Agreement. 2 4. This ASSIGNMENT and SECOND AMENDMENT shall be retroactive to March 1, 2014 and shall terminate on September 30, 2014, unless extended by written amendment.The CONSULTANT shall be paid the amount Five Thousand Dollars ($5,500.00) per month for seven (7) months, a total of Thirty-Eight Thousand Five Hundred Dollars ($38,500.00). 5. This ASSIGNMENT and SECOND AMENDMENT may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 6. In all other respects, the original AGREEMENT and FIRST AMENDMENT thereto remain unchanged. IN WITNESS WHEREOF, each party has caused this ASSIGNMENT and SECOND AMENDMENT to be executed by its duly authorized representative. (SEAL) BOARD OF COUNTY COMMISSIONERS OF Attest: AMY HEAVILIN, Clerk ad interim MONROE COUNTY, FLORIDA By: By; Deputy Clerk Mayor/Chairman Date: Witness for Squire Sanders: Squire Sanders: BY: By; Print Name: Print Name: Date: Tie : Date: 3 AGREEMENT FOR CONSULTING SERVICES Between MONROE COUNTY BOARD OF COUNTY COMMISSIONERS And CARDENAS PARTNERS$LLC /Jt This Agreement('Agreement'} made and entered Into t*IA ay of January,2013,by and between Monroe County,a political subdivision of the State of Florida,and whose address Is 1100 Simonton Street,Key Wad,Florida,33040, Ifs successors and aselgns,hereinafter referred to as"COUNTY.'through the Manse County Board of County Commissioners ("BOG!). AND Cardenas Partners,LLC,a Florida Limited Llabllfty Company which has a principal address of 1441 Bddml Avenue.Floor IS.Mlami Florkla and a mailing address ad 1350 I Street NW,Suite 275,Washington,DC 20005. Its successors and assigns,hardneitar referred to as"CONSULTANT", WHEREAS,COUNTY dealres to employ the profeselonal services of CONSULTANT for representation Involving general Issues of Interest and Importance to Monroe and Includes services as assigned by the County Adminlstrator and agreed to by CONSULTANT:and WHEREAS,CONSULTANT has agreed to provide the pmfesalonal services as CONSULTANT for representation involving general Issues of Interest and Importance to Monroe and Includes services as assigned by the County Adm Watrator and agreed to by CONSULTANT;and WHEREAS,It Is In the public interest of the dtlterts of Monroe County to have a consultant to advocate and educate for their interests at the State and Federal leglslative levels; and NOW.THEREFORE,In consideratlan of the mutual promises,cxvenar>ts and agreements stated herein,and for other good and valuable consideratimr,the adfldency of which is hereby admowledged.COUNTY and CONSULTANT agree as folkrws: ARTI REPRESENTATIONS AND WAR ANT1ES 1.1 REPRESOffAT IONS AND WARRANTIES By executing this Agreement,CONSULTANT makes the fdlowfngi express representations and warranties to the COUNTY: 11Page EXHIBIT 1.1.1 The CONSULTANT Is professlonally quallfied to act as the CONSULTANT for COUNTY and Is licensed to provide the designated services before entities as a representative of Monroe County; 1.1.2 The CONSULTANT shall maintain all necessary licenses,permits or other authorizations necessary to act as CONSULTANT until the CONSULTANTS duties hereunder have been fully satisfied; 1.1.3 The CONSULTANT has become familiar with the needs of Monroe County. IIJ A The CONSULTANT assumes full responsibllity to the extent allowed by law with regards to his performance and those directly under his employ. 1.1.5 The CONSULTANT'S services shall be performed as expeditiously as is consistent with professional skill and care. 1.1.6 CONSULTANT Is an Independent contractor under this Agreement,CONSULTANT and No agents shall not be acting and shall rot 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. 1.1.7 CONSULTANT warrants that it and its employees are authorized by law to engage In the performance of the activities herein described,subject to the terms and conditions set forth In these contract documents. MCLE11 SCOPE OF COMLTANTS SERVICES 2.1 DERNMON CONSULTANTS scope of services will include lobbying services related to the Monroe County legislative program,Including mordtaring,identifying.and pdoMWng opportunities and challenges for Monroe County with rasped to Issues under consideration by the State and Federal legislature.The CONSULTANT shall work closely with the County Administrator or his designee,or In the absence of either,the County Attorney,and will provide,at a mIrdmum,the following services: (A) File Community Budget Issue Requests, as determined by the Board of County Commissioners, with appropriate House and Sancta Legislative Delegation members, and provide a copy of the Community Budget Issue Requests to COUNTY; 2 1 P a 8 e (B) Regularly provide Courtly staff and the Board of County Commlasionera with any new Information,and actively seek opportunNies to enhance the County's State and Federal legislative program and provide options as to legislative strategy when necessary; (C) Monitor and analyze State and Federal leglslation including the budget process and report to the County,In writing,any legislative events that may directly or Indirectly impact the County.Such wrimn Report shall include with specificity the actions CONSULTANT has taken or anticipates taking regarding the CONSULTANTS advocacy for Monroe County as provided In Pamgmphs 2.1(A)through 2.1(N)of this agreement (D) During the fegislative session, CONSULTANT shelf provide the County Administrator with weekly reports of the past week's activities affecting the County's substantive and aPProprlaft% Issues and any other Issues that could Positively or negatively impact the County; (E) Identify and act aPPmpdately on State and Federal legislation and legislative proposals that may Impact Monroe County; (F) Identify and secure funding opportunities that may arise from proposed legislation; (0) Draft legislation,appropriations requests,and amendments as necessary, (H) Lobby for Monroe County's position an legislatkm, appropriations and maf m of Interest, Including officials and agency representatives,and legislators and staff, and testify an behalf of Monroe County at hearings before legislative committees; (1) Maintain close working relationships with Monroe County staff; (J) Provide regular briefing reports to the Board of County Commissioners on key issues and legislative activity as requested by the Board, Such Report shall Include with Specificity the actions CONSULTANT has taken or anticipates taking regarding the CONSULTANTS advocacy for Monroe County; u (K) Monitor various State and Federal agency actions for potential Impact on Monroe County,and In the event action Is needed,advise the Couty.n • k (L) At the conclusion of the leglslative session, prepare a final report, Including the final status of the County's legislative priorities and a summary of the Impact of major legislative changes to Monroe County. (M) CONSULTANT has been contracted primarily for the purpose of provlding the above lobbying services on a Federal level, but will confer with State Lobbyists, who are primarily responSible for handling the above enumerated at the State Wd.CONSULTANT va maintain commwdcftrw with the 3 P a 8 Tallahassee legislative team,and assure coordination of tasks Involving muld. jurisdlctions functions,both Federal and State. (N) CONSULTANT shall designate an Individual to be the contract manager to handle the Items enumerated above and the contract manager shall at all ^^ times exercise Independent, professional Judgment and shall assume professional responsibility for the services to be provided. 2.2 TERMINATION DATE This Agreement wiA automatically terminate one year from execution by troth parties; � however,either Party hereto may terminate this Agreement vM 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 shalt be paid and shall Include any COUNTY approved relmbursement up to the date of notice of termination,subject to audit for verification. , 2A CORREC 11ON OF ERRORS OMISSIONS,DEFICIENCIES m The CONSULTANT shall,without additional compensation,Promptly correct arty errors, omissions,deficlancles,or conlllcts In the work product of the CONSULTANT or its sub- consultants,or both. 2A WRITTEN NOTICE Any notices sent by the parties shall be deemed to have been duly served d delivered In person to the Individuals and addresses listed below,or 9 delivered or sent by first class mall,certified,return receipt,or by courier with prof of delivery.Delivery by Facsimile or email is not prohibited but shall not be deemed to be delivery as oullned In this section. All written correspondence to the COUNTY shall be dated and signed by an authorized representative of the CONSULTANT.The coneWWence•ehall be directed to: Roman Oastesl and Robert 5hlllinger County Administrator County Attorney 1 100 Simonton Street 11111&Street,Suite 408 Key West,Florida 33M Key West,Florida 33040 Notice to the CONSULTANT shall be delivered to: Ms. Emily Zammft 1360 I Street.NW,Suite 275 Washington,DC 20005 Phone: (202)904-2050 Fax (202)904-2051 41Page ARTI LE III COUNTY'S RESPONSIB� S &I COUNTY shalt provide Information In Its possession upon request from CONSULTANT as needed for the scope of work Including objectives,schedule,constraints and criteria. 3.2 COUNTY may designate a representative to act on the COUNTY'S behalf with respect to the CONSULTANT. 3.3 Any Information that may be of assistance to the CONSULTANT to which the COUNTY has Immediate access will be provided as requested. MMCLE IV INDEMNIFICATION WO HOLD HARMLESS 4.1 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 Idnd, i Including attomey's fees,court casts and expenses,which arise out of,in connection with,or by reason of services provided by CONSULTANT or its Subconsultarrt(s)In arty der,occasioned by ° the negligence,errors,or other wrongful act or omission of the CONSULTANT,Its b Subconsuhm(s)In any tier,their officers,employees,servants and agents. A 4.2 In the event that the completion of the scope of work(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 Indemnity COUNTY from any and ail increased expenses it resulting from such delay.Should any claims be asserted against COUNTY by virtue of any deficiency or ambiguity In the plans and specfiicedons provided by the CONSULTANT, CONSULTANT agrees and warrants that CONSULTANT shall hold the Cou miy harmless and shall Indemnify It from all tosses occurring thereby and shall further defend any cialm or acdon on the COUNTY'S behalf. 4.3 The first ten ddtars($10.1]0)of remuneration paid to the CONSULTANT is consideration for the indemnification provided for above. 4A The extent of tlabliihr Is In no way limited to,reduced.or lessened by the Insurance requlrementa contained elsewhere within this agreement 4.5 This Indemnification shall survive the expiration or earlier termination of the Agreement. A L V P-ERIQNNEL 5.1 PERSONNEL The CONSULTANT shall assign only Qualified personnel to perform any aervice conceming the scope of work. At the time of execution of this Agreement,the parties anticipate that the following named Individuals will perform those functions: 51Pagc (A) Alberto Cardenas (B) Carl Chldlow (C) Victoria Benner (D) Emily Zammk So long as the Individual(s)named above remain actively employed,or retained as subaonsuttant,by the CONSULTANT,they shall perform the ftmctions assigned by CONSULTANT. If they are replaced or others are added,CONSULTANT shall notify COUNTY of the change Immediately,so that an amendment to the Agreement can be approved. ARTICLE VI COMPENSATION &I CONTRACT SUM The COUNTY shall pay the CONSULTANT In current funds for the CONSULTANTS performance of this Agreement the sum of Sixtyalx Thousand Dollars($Bfi,000)per year, payable at the rate of$5,600 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. 62 PAYMENTS &2.1 The CONSULTANT shag 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 CONSULTANTS dudes,obligations and responsibilities are materially changed by amendment to this Agreement after execution of this Agreement, compensation due to the CONSULTANT shall be equably adjusted,either upward or downward. (B) As a condition precedent for arry payment due under this Agreement,the CONSULTANT shall submit monthly a report ass required under ARTICLE II of this Agreement,In addition CONSULTANT shall submit a proper Invoice to COUNTY requesting payment for services properly rendered and reimbursable expenses due hereunder. The CONSULTANTS 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) Invokes to COUNTY from CONSULTANT shall Include shall describe with particularity the service rendered,the date of the service and the person who provided the service. IL3 ROMBURSABLE EXPENSES I3.3.1 There are no reimbursable expenses without specific written aubxmt adon travel expenses and l from County Administrator or designee;however, lofting may be paid if approves by the County Administrator as long as adequate documentation is provided by CONSULTANT, 6 1 P a g e per the Cleric of Courts discretion Is provided.Travel expenses and lodging are regulated by the Monroe County Code Sec.2 106 to 2-112 NMCLA Vii IN RA 7.1 The CONSULTANT shad 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 Uablllty insurance shall also be maintained as specified. in the event the completion of the scope of work is delayed or suspended as a result of the CONSULTANTS 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(80)days notice to the COUNTY prior to any cancellation of said coverage.Said coverage shad be mitten by an Insurer acceptable to the COUNTY and shad be in a form acceptable to the COUNTY.Coverage shall be maintained throughout the entire term of the contract.Coverage shad be provided by a company or companies authorized to transact business In the state of Florida Coverage shad be maintained throughout the entire term of the contract. 7.3 CONSULTANT shad obtain and maintain the following policies: q a (A) Prior to the commencement of work governed by this contract, the CONSULTANT shad obtain General liability Insurance. Coverage shad be mairtained throughout the life of the contract and Include,as a minimum: • Premises Operations • Bodily Injury Liability • Expanded Definition Of Property Damage a The minimum limits acceptable shad be: $300.000 Combined Single Limit(CSL) N split limb are provided,the minimum limits acceptable shall be: $100,000 per Person $300,000 per Occurrence w. $60,000 Property Damage An Occurrence Form policy Is preferred. M coverage Is provided on a Claims Made POW its provisions should Include coverage for claims tiled 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. 7 Page (B)Vetdcle Liablilty Insurance m Wren Recognizing that the work governed by this contract requires the use of vehicles, the CONSULTANT, prior to the commencement of worts, shall obtain Vehicle Liability Insurance. Coverage shelf be maintained throughout the lge of the contract and Include, as a minimum,Ilabgfty coverage for: • Owned,Non-Owned,and Hired Vehicles The minimum limits acceptable shall be: $100,000 Combined Single Limit(CSI) If split limits are provided,the minimum limits acceptable shelf be: $50,000 per Person $100,000 per Occurrence $25,000 Property Damage (C)WoftX C=RmWim Insurance Prior to commencement of work governed by this contract. the CONSULTANT shag obtain Workers' Compensation Insurance with limits sufficient to respond to the applicable state statutes. In addition, the CONSULTANT shag obtain Employers' LlabiW Insurance with limits of not less than: $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease,policy limits $100,000 Bodily frjury by Disease,each employee (D) N Recognizing that the work governed by this contract Involves the furnishing of advise or services of a professional nature, the CONSULTANT shag purchase and maintain, throughout the life of the contract, Profesalcnal Liability Insurance which wig respond to damages remong from any claim arising out of the performance of professional services u or any error ar omission of the Contractor arising out of work governed by this contracL w 8 Page The minimum limits of nab"shaft be: $250,000 per occurrenceMM,000 Aggregate Prior to execution of this agreement. CONSULTANT shall furnish COUNTY Certificates of Insurance Indicating the minimum professional liability coverage for CONSULTANT and employees In the amount of $250,000 per Occurrencs4500,000 Aggregate. CONSULTANT agrees to keep the same amount of coverage or more at all times and to provide proof of sold coverage to COUNTY at COUNTY'S request at any time during the term of the Agreement. (E) CONSULTANT shall not hire subconsultants,unless done so by fonnal amendment to this agreement.If subcontractors are approved by the Board of County Commissioners,the CONSULTANT shall require the subconsultant to be adequately insured to the limits set forth In this agreement.COUNTY will not pay for increased limits of Insurance for subconsubants. (F) CONSULTANT shell 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 shag be named as additional insured on all Insurance policies,except the professional insurance policy. ART&LE vnr MMCLLANEQUS 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 DOCUMENTS The documents,if any,prepared by the CONSULTANT under this Agreement shall belong to the COUNTY,and may not be reproduced and copied without acknowledgement and permission of the COUNTY. 8J SUCCESSORS AND ASSIGNS 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 Commissiomrs of Monroe County, which approval shall be &Mect to such conditions and provislons as the Board may doom necessary. This paragraph shall be Incorporated by reference Into any assignment or subcontract and any assign or subcontractor shall comply with all of the provisions of this Agreement. Unless expressly provided for therein, such approval shag In no manner or event be deemed to impose any additional abilgadon upon the Board. 91Page N 84 NO THiRD PARTY BENEFICIARIES Nothing contained herein shall create any relationship,contractual or otherwise,with or any rights In favor of,any thin!party. 8.5 CONTRACT DOCUMENTS This contract consists of the Agreement and its amendments,If any. In the event of any conflict between any of the contract documents,the one Imposing the greater burden on the CONSULTANT wiu control. 8.8 PUBLIC ENTITIES CRIMES A person or affillate who has been placed on the convicted vendor list following a conviction for q 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 constr,clon or repair of a public building or public work,may not submit bids on leases of veal property to public entity,may not be awarded or perform work as a contractor,supplier,subcontractor,co euttant 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 38 months from the date of being placed on the convicted vendor list. By signing this Agreement,CONSULTANT reprewi s that the wwutlan 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 k may result in debarment from COUNTY's competitive procurement activities. in addition to the foregoing,CONSULTANT further determination,based on an audit,that it or represents that there has been no � arty subconeultant has committed an act defined by Section 287.133, Florida Statutes,as a opublic entity crime'and that it has not been formally charged with committing an act defined as a VA le entity crime• money Involved or whether CONSULTANT has been placed on the convicted vendor IisL CONSULTANT will promptly naft the COUNTY It It or any s bcoesultant Is formally charged with an act defined as a"public entity oNrrme"or has been placed on the comdated vendor list. 8.7 MAINTENANCE OR RECORDS p CONSULTANT shall maintain all books,records,and documents directly pertinent b performance under this Agreement In accordance with generally accepted accounting principles comslstentiy applied. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other parry to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreemeft if an auditor employed by the COUNTY or County Clerk determines that monles 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. 10 Page d &B GOVERNING LAW,VENUE,[No PlRETATiON,MEDIATION,WAVER OF JURY TRiAL,AND MEDiATION This Agreement shall be governed by and construed In accordance with the laws of the State of Florlda 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 He in Monroe County,Florida,in the appropriate court or before the appropriate adminlWaflve body. The Parties waive that rights to a trial by jury. The COUNTY and CONSULTANT agree that. In the event of confticting 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. Mediation proceedings Initiated and conducted pursuant to this Agreement or as may be required by a court of competent jurisdiction shall be conducted In accordance with the Florida Rules of Civil Procedure and the usual and cuvtomary procedures required by the circuit court of Monroe County and shall take place in Monroe County. a9 SEVERABILRY if any term,covenant,condition or provision of fhfs Agreement(or the application thereof to any circumstance or person)shag 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 shag be valid and shall be entorcesble to the fullest extent permitted by law unless the enforcement nt the remaining terms,covenants,conditions and provisions of this Agreement would prevent the accomplishment of the original Intent of this COUNTY and CONSULTANT agree to reform the Agreement. The with a valid provision that comes es dose as Agreement to replace any stricken provision possible to the Intent of the stricken provision. a10 ATi MRNEY'S FEES AND COSTS The COUNTY and CONSULTANT agree that In the event any cause of action or administrative pmceeding is Initiated or defended by any party relative to the enforcement or Interpretation of a this Agreement!the prevailing party shall be entitled to reasonable attorneys fees,and court costs,as an award against the non-prevatgng party,and shall Include attomWs fees,and courts costs,in appellate proceedings. If there Is no prevailing party and the result Is a compromise,each party shag pay their own attorney fees and costs,and shag equally divide the Cost of Medlstion.Mediation proceedings Initiated and conducted pursuant to this Agreement, prior to or following Initiation of any cause of action or administrative proceeding,shag be In accordance with the Florida Rules of Civil Procedure and usual and customary procedures k required by the circuit court of Monroe County. all BINDING EFFECT The teen.covenants,conditions,and provisions of this Agreement shag bind and Inure to the benefit of the COUNTY and CONSULTANT and their respective legal representatives, successors,and assigns. UIPage 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 tits Agreement;provided that all applb#WM requests,grant props,and funding solicitations shalt be approved by each party prior to submission. 13.14 ADJUDICATION OF DISPUTES OR DISAGREEMENTS COUNTY and CONSULTANT agree that all disputes and disagreements shad be attempted to be resolved by meet and corder sessions between representatives of each of the parties. If no resolution can be agreed upon within 15 days after the first meet and corder session,the Issue or Issues shall be discussed at a public meeting of the Board of Courtly Commissloners, if the Issue or Issues are ON 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,not prohibited by this agreement,or by Florida law. 8.15 AGREEIIIENT NOT TO ARBITRATE COUNTY and CONSULTANT specifically agree that no party to this Agreement shall be required to enter Into any arbitration proceedings related to this AgreemenL 8.16 NONDISCRIMINATION CONSULTANT and COUNTY agree that there will be no discrimination against any person,and a it Is expressly understood that upon a determination by a court of competent Jurisdiction that discrimination has occurred,this Agreement autornadcally on hates 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 tocah ordinances,as relating to nondiscrimination. These include but are not limited to: 1)Tide VI of the lvM Rights Act of 1964(Pl.138,352)which prohibits discrimfnatlan on the heals of race,color or national origin;2)Title iX of the Education Amendment of 1972,as amended(20 USC 8s. 1a81-16M, and 1685-1688),which pr+ahthfts discrimination on the basis of sexy 3)Section 504 of the Rehabilitation Act of 1973,as amended(2o U5C&794),which prohibits discrimination on the basis of hartdkaps;4)The Age Discrimination Act of 1975,as amended(42 USC se.6101- 6107)which prohibits discrimination an the basis of age;5)The Drug Abuse Office and Treatment Act of 1972(Pl.92-255),as amended, mkdng to nondiscrimination an the basis of drug abuse;6)The(comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation Act of 1970(PL 91-MO),as amended,relating to nondfscrimitation on the basis of aicoftol abuse or a Health Service 7)The public He Service Act of 1912,ss.5M and 527(42 USC ss.690dd-3 and 290e"),as amended,relating to canfidentiaDiy of alcohol and drug abuse patent records;8)Tide Vill of the Civil Rights Act of 1968(42 USC s.et seq.),as 12 f Page amended,relating to nondiscrimination In the sale, rental or financlng 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 ata4rtes 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 b perform and rec elve benefits as recited In this Agreement 8.18 CODE OF ETHICS COUNTY agrees that officers and employees of the COUNTY recognme and will be required to oomph►with the standards of conduct for public officers and employeea as delineated In Section 112.313,Florida Statutes,regarding,but not limited to,soldtation or acceptance of gifts;doing business with one's agency;unauthoorlxed compensation;misuse of public position,conflicting employment or contractual relationship;and disclosure or use of certain information. 8.19 NO SOUCITATiONlPAYMENT The CONSULTANT and COUNTY warrant that, In respell to Itself,ft 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 far It,arty fee, commission,percentage,gift,or other oonddBM*m 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 shelf 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. L20 PUBLIC ACCESS. The CONSULTANT and COUNTY shall allow and permit reasonable some 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, RO fda 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. &21 NON-WAIVER OF IMMUNITY Notwithstanding the provisions of Sec.788.28,Florida Statutes,the participation of the CONSULTANT and the COUNTY in this Agreement and the acquisition of any commst I Willy insurance coverage,self-insurance coverage,or local government WIRY Insurance la pool coverage shaft not be deemed a waterer 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. 13IPage 8.22 PRIVILEGES AND IMMUNITiES All of the privileges and immunities from liability,exemptions from laws,ordinances.and rules and pensions and relief,ftablIKY,workers'Carrgreneation,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 shell apply to the some degree and extent to the performance of such functions and dutles of such officers,agents,volunteers,or employees outside the territorial limits of the COUNTY. &23 LEGAL OBLIGATIONS AND RESPONSIBILITIES NonZelegation of Constitutionai or Statutory Duties. This Agreement is not Intended to,nor W shag 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 any palpating entity,In which case the performance may be offered In satisfaction of the obligation or responsibility. Further,this Agreement is not Intended to,nor shag 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 erdorcearty third Chaim or entitlement to or bone*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 shag have the authority to Inform,Counsel,or otherwise Indicate that any particular Individual or group of Individuals,entity or entitles,have entitlements or benefits under this Agreement separate and apart,Inferior to,or superior to the community in general or for the purposes ccntempiated in this Agreement. 8.28 ATTESTATIONS AND TRUTH iN NEGOTIATION CONSULTANT agrees to execute such documents as COUNTY may reasonably require, Inducting a Public Entity Crime Statement,an Ethics Statement,and a Drug-Free Workplace Statement.Signature of this Agreement by CONSULTANT shalt 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 currant at the time of contracting.The original contract price and any additions thereto shag 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 oasts.Ali such ad)ustrnents must be made within one year folkrivlmg the and of the Agreement. L28 NO PERSONAL.UABIUTY 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 14IPage M , V Agreement or be subject to any personal liability or accountability by reason of the execution of thls Agreement &V COMPLIANCE WITH LAW In canying out CONSULTANTS obligations under this agreement,CONSULTANT shall abide by all statutes,ordinances,rules and regulations pertaining to or regulating the provisions of this Agreement,Induding those now In effect and hereafter adopted.Any violation of said statutes, ordinances,rules or regulations shall constitute a material breach of this Agreement and shag entitle COUNTY to terminate this Agreement Immediately upon do["of written notice of temTination to CONSULTANT. US EFFECTIVE UPON EXECUTION This Agreement and representation by CONSULTANT Is effective upon execution by CONSULTANT and acceptance and approval by COUNTY In accordance with COUNTY'S policies, ordinances, or governing statutes, at which time all prior agreements are revoked In favor of this Agreement The Agreement and representation shall continue for one year unless earlier terminated by either the COUNTY or the CONSULTANT In accordance with ethical requirements and/or the terms of this Agreement 829 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 takers together shall constitute one and the ny same Instrument and a 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 authorised representathre. (SEAL) BOARD OF COUNTY COMMISSIONERS OF ' Y H IN,Clerj� M OEyOFtfp W BY, Deputy'Cle yg hafrman 2 � DateC- . q Witness for Consultant: CONSULS. = o cn t7 nn .. a Pft Name: t c Print Nam • cG �, f 10 p Title a r Date: Z Z 1 Z MONAOE COUNTY ATTORNEY PROVED AS TO F 15 Page NA ILEENE SSEL ASSISTANT C'UNTO nrr �pEY Date FIRST AMENDMENT TO AGREEMENT FOR CONSULTING SERVICES Between MONROE COUNTY BOARD OF COUNTY COMMISSIONERS And CARDENAS PARTNERS, LLC j This Amendment 'Amendment")made and entered Into this_day of January,2014,is an amendment to the Agreement dated January 10,2013,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,n through the Monroe County Board of County Commissioners("BOCC'), AND Cardenas partners,LLC,a Florida Welted Llabllity Company which has a principal address of 1441 Brlckell Avenue, Floor 15,Miami Florida and a malling address of 13501 Street NW,Suite 275,Washington, DC 20005, he successors and assigns,hereinafter referred to as 'CONSULTANT", WHEREAS,COUNTY desires to continue the employment for the professional services of CONSULTANT for representation involving general Issues of Interest and Importance to Monroe and Includes services as assigned by the County Administrator and agreed to by CONSULTANT;and WHEREAS,CONSULTANT has agreed to continue to provide the professional services as CONSULTANT for representation Involving general Issues of Interest and Importance to Monroe and Includes services as assigned by the County Administrator and agreed to by CONSULTANT;and WHEREAS,It is in the public Interest of the citizens of Monroe County to have a consultant to advocate and educate for their Interests at the State and Federal legislative levels; and i 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: 1. The Parties agree to continue the services of CONSULTANT for an extended period of time beginning January 10,2014 and terminating an September 30,201& 2. All Insurance required under the original agreement shall be required under this amendment and coverage shall be Immediately extended so that coverage shall be continuous through September 30,2014. 11Pasa 3. This Amendment shelf automatically terminate on September 30,2014; however,either party hereto may terminate this Amendment and the underlying agreement with or without cause upon ThI rty(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 any COUNTY approved reimbursement up to the date of notice of termination subject to audit for verification. 4. All of the terms and conditions of the January 16,2013 Agreement shall remain In full force and effect during the term of this Amendment;and all time frames shall be adjusted automatically to conform to the time frame of the Amendment. 5. This Amendment Is effective upon execution by CONSULTANT and acceptance and approval by COUNTY In accordance with COUNTWS policies,ordinances,or governing statutes;however It Is the Intent of the parties that the amendment Is retroactive to January 10,2013 and is therefore the original Agreement and this Amendment shall run continuously without Interruption to September 30,2014,unless earner terminated by either the COUNTY or the CONSULTANT In accordance with ethical requirements and/or the terms of the Agreement and its Amendment. 6. This Amendment 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 Amendment to the January 16,2013 Agreement to be executed by he duly authorized representative. (SEAL) BOARD OF COUNTY COMMISSIONERS OF Attest: AMY HEAVILIN,Clerk of Courts MONROE COUNTY, FLORIDA By: ey; Deputy Clerk MayorlChairman Date: Witness for Consultant: CONSULT 1: BY: By; Print Name: Print Na Ar! Ck (Y 16V) Date: Title t7 MONRO�e O IN Y- -O NEY PR VED A8 TO F LEEN W. Ae8t8T, EL MT OUMyArTOgfVEY Otte � 2 Page BACK UP TO AGENDA ITEM Squire Sanders Assignment and Second Agreement i CARDENAS• PARTNERSi�Tt! 1 REEr,Nw BUI TE TE27 276 MIA-MI • TALLAHASSEE • WASHINGTON DO WASHINGTON.Do 20006 T 202.904.2050 P 202.904.2051 WW W.QMENA9PA$TNERIDC.COA[ February 27,2014 I Mr.Roman Gastesi County Administrator Monroe County,Florida 1100 Simonton Street,Suite 205 Key West,FL 33040 Dear Mr.Gastesi; Please be advised that Cardenas Partners,LLC(the"Company")will be dissolved effective February 28,2014. The Company will no longer conduct business but will continue in existence to wind up and liquidate its business and affairs. We appreciate the support of our clients and look forward to serving them at Squire Sanders Public Advocacy,LLC. Please contact the undersigned for further information. v truly yours, A erto Cardenas,Manager I SQU I RE' ll"'i"'I'l!"Nof SANDERS Al Cardenas,Lawyer,Business and Community Leader and Public Advocate Joins Squire Sanders (MIA H and WA$ffiNGTON,DC—February 20,2014)—Squire Sanders is pleased to announce that Alberto R. Cardenas will join the firm as Senior Partner effective March 1, 2014. He will join Squire Sanders from Tew Cardenas LLP,where he has served as a founding partner,and will focus on regulatory,government affairs and administrative law.Al will split his time between the firm's Miami and Washington,DC offices. "Al is a respected legal practitioner and business leader who is uniquely qualified to provide an exceptional level of strategic counsel to our clients in Florida,Washington and across the Americas," said Jim Maiwurm, chair and global CEO of Squire Sanders. "We are pleased and proud that he has committed to joining us." In addition to his legal practice Mr. Cardenas is the founder of Cardenas Partners DC,a Washington, D.C. based federal consulting and lobbying firm, and The Advocacy Group at Cardenas Partners, a Tallahassee and Tampa based lobbying practice. Upon Mr. Cardenas' arrival, Cardenas Partners DC partner Emily Zammit will join Squire Sanders' Washington, DC government relations affiliate, Squire Sanders Public Advocacy, LL.C,as principal. Ms. Zammit represents clients on matters related to federal appropriations, transportation, economic development,agriculture,education,and government relations. Furthermore, Squire Sanders and The Advocacy Group at Cardenas Partners will establish a formal working relationship to provide clients across Florida with governmental advocacy services. "Having someone of Al's stature, accomplishments and connections will greatly enhance both our Florida and Latin America practices and our firm's goal of providing clients the best available resources,"said Luis Reiter,managing partner of Squire Sanders'Miami office. Commenting on his move, Al Cardenas said, "Squire Sanders has emerged as one of the world's premiere law firms with a strong platform in Florida, Washington, Latin America and around the world. I look forward to practicing in an environment that will enable me to contribute what I have learned through both my public and legal career." About Alberto R.Cardenas: In his distinguished career, Al Cardenas served two terms as Chairman of the Republican Party of Florida,the largest state political party in the country. Prior to his service as Chairman,Mr.Cardenas served three consecutive terms as Vice-Chairman. Over the past 15 years,he has chaired the Florida campaign of a number of Presidential and Statewide candidates and has represented the State of Florida at every Republican National Convention since 1976. After Ronald Reagan's successful presidential campaign in 1980, the President-elect chose Mr. Cardenas for his transition team, making him responsible for the transition of the United States Department of Commerce. President Reagan also appointed him to chair the President's Commission on Small and Minority Business Affairs in 1982 and later as Special Ambassador to St. Kitts-Nevis upon that nation's independence in 1983. HAPrew ReWms=14%ALCardww RaIMSI FINAL dw SQUIRE "" SANDERS Presidents Ronald Reagan and George H.W.Bush appointed Mr. Cardenas to the Board of Directors of the Federal National Mortgage Association from 1985 to 1990. He also served on the President George H.W.Bush's Trade Policy Commission. Governor 7eb Bush appointed AI Cardenas as a member of the Board of Trustees of Florida Agriculture and Mechanical University (FAMU). He is also the Chairman of the American Conservative Union(ACU),the oldest conservative organization in America ENDS About Squire Sanders Squire Sanders is one of the world's strongest integrated legal practices with more than 1,300 lawyers in 39 offices across 19 countries. Widely acknowledged for its international reach and diverse sector expertise it advises a wide variety of business enterprises, financial institutions and governmental entities around the world. For more information,visit ww .s ires .c Contact Angelo Kakolyris(212-407-0148;Angelo.kakolvris@squimsanders.com) squiresandws,com HAP rass Rebase11201/1M_cardanas Rebeaa_FINAL.doe