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01/16/2013 Agreement AMY HEA VILIN, CPA CLERK OF THE CIRCUIT COURT DATE: January 29, 2013 TO: Roman Gastesi, County Administrator ATTN: Connie Cyr, Aide to the County Administrator /r1 FROM: Pamela G. Hancac f'►D. C. At the January 16, 2013, Board of County Commissioner's meeting the Board granted approval and authorized execution of Item P2 Agreement between Monroe County and Cardenas Partners, LLC for the term of one (1) year. Enclosed is a duplicate original of the above - mentioned for your handling. Should you have any questions, please feel free to contact my office. cc: County Attorney Finance File' AGREEMENT FOR CONSULTING SERVICES Between MONROE COUNTY BOARD OF COUNTY COMMISSIONERS And CARDENAS PARTNERS, LLC / Jk This Agreement ( "Agreement") made and entered into thi &ly y of January, 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," through the Monroe County Board of County Commissioners ( "BOCC"), AND Cardenas Partners, LLC, a Florida Limited Liability Company which has a principal address of 1441 Brickell Avenue, Floor 15, Miami Florida and a mailing address of 1350 I Street NW, Suite 275, Washington, DC 20005, 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 and includes services as assigned by the County Administrator and agreed to by CONSULTANT; and WHEREAS, CONSULTANT has agreed to provide the professional services as CONSULTANT for representation involving 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 NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, COUNTY and CONSULTANT agree as follows: ARTICLE 1 REPRESENTATIONS AND WARRANTIES 1.1 REPRESENTATIONS AND WARRANTIES By executing this Agreement, CONSULTANT makes the following express representations and warranties to the COUNTY: IIPa6e 1.1.1 The CONSULTANT is professionally qualified 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 CONSULTANT'S duties hereunder have been fully satisfied; 1.1.3 The CONSULTANT has become familiar with the needs of Monroe County. 1.1.4 The CONSULTANT assumes full responsibility to the extent allowed by law with regards to his performance and those directly under his employ. 1.1.5 The CONSULTANTS 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 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. 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. ARTICLE II SCOPE OF CONSULTANT'S SERVICES 2.1 DEFINITION CONSULTANT'S scope of services will include lobbying services related to the Monroe County legislative program, including monitoring, identifying, and prioritizing opportunities and challenges for Monroe County with respect to issues under consideration by the State and Federal legislature. The 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 minimum, the following services: (A) File Community Budget Issue Requests, as determined by the Board of County Commissioners, with appropriate House and Senate Legislative Delegation members, and provide a copy of the Community Budget Issue Requests to COUNTY; 21 Page (B) Regularly provide County staff and the Board of County Commissioners with any new information, and actively seek opportunities 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 legislation including the budget process and report to the County, in writing, any legislative events that may directly or indirectly impact the County. Such written Report shall include with specificity the actions CONSULTANT has taken or anticipates taking regarding the CONSULTANTS advocacy for Monroe County as provided in paragraphs 2.1(A) through 2.1(N) of this agreement; (D) During the legislative session, CONSULTANT shall provide the County Administrator with weekly reports of the past week's activities affecting the County's substantive and appropriations issues and any other issues that could positively or negatively impact the County; (E) Identify and act appropriately on State and Federal legislation and legislative proposals that may impact Monroe County; (F) Identify and secure funding opportunities that may arise from proposed legislation; (G) Draft legislation, appropriations requests, and amendments as necessary; (H) Lobby for Monroe County's position on legislation, appropriations and matters of Interest, including officials and agency representatives, and legislators and staff, and testify on behalf of Monroe County at hearings before legislative committees; (1) Maintain close working relationships with Monroe County staff; (J) Provide regular briefing reports to the Board of County Commissioners on key issues and legislative activity as requested by the Board. Such Report shall include with specificity the actions CONSULTANT has taken or anticipates taking regarding the CONSULTANT'S advocacy for Monroe County; (K) Monitor various State and Federal agency actions for potential impact on Monroe County, and in the event action is needed, advise the County; (L) At the conclusion of the legislative session, prepare a final report, including the final status of the County's legislative priorities and a summary of the impact of major legislative changes to Monroe County. (M) CONSULTANT has been contracted primarily for the purpose of providing the above lobbying services on a Federal level, but will confer with State Lobbyists, who are primarily responsible for handling the above enumerated at the State level. CONSULTANT will maintain communications with the 31Page Tallahassee legislative team, and assure coordination of tasks involving multi - jurisdictions 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 will automatically terminate one year from execution by both parties; however, either party hereto may terminate this Agreement with or without cause upon giving Thirty (30) days written notice to the other. If the COUNTY utilizes this provision, the termination shall supersede any other payment obligation. Termination expenses shall be paid and shall include any COUNTY approved reimbursement up to the date of notice of termination, subject to audit for verification. 2.3 CORRECTION OF ERRORS, OMISSIONS, DEFICIENCIES The CONSULTANT shall, without additional compensation, promptly correct any errors, omissions, deficiencies, or conflicts in the work product of the CONSULTANT or its sub - consultants, or both. 2.4 WRITTEN NOTICE Any notices sent by the parties shall be deemed to have been duly served if delivered in person to the individuals and addresses listed below, or if delivered or sent by first class mail, certified, return receipt, or by courier with proof of delivery. Delivery by Facsimile or email is not prohibited but shall not be deemed to be delivery as outlined in this section. All written correspondence to the COUNTY shall be dated and signed by an authorized representative of the CONSULTANT. The correspondence shall be directed to: Roman Gastesi and Robert Shillinger County Administrator County Attorney 1100 Simonton Street 1111 1e Street, Suite 408 Key West, Florida 33040 Key West, Florida 33040 Notice to the CONSULTANT shall be delivered to: Ms. Emily Zammit 1350 I Street, NW, Suite 275 Washington, DC 20005 Phone: (202) 904 -2050 Fax: (202) 9042051 41Pagc ARTICLE III COUNTY'S RESPONSIBILITIES 3.1 COUNTY shall 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. ARTICLE IV INDEMNIFICATION AND 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 kind, including attorney's fees, court costs and expenses, which arise out of, in connection with, or by reason of services provided by CONSULTANT or its Subconsultant(s) in any tier, occasioned by the negligence, errors, or other wrongful act or omission of the CONSULTANT, its Subconsultant(s) in any tier, their officers, employees, servants and agents. 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 indemnify COUNTY from any and all increased expenses resulting from such delay. Should any claims be asserted against COUNTY by virtue of any deficiency or ambiguity in the plans and specifications provided by the CONSULTANT, CONSULTANT agrees and warrants that CONSULTANT shall hold the County harmless and shall indemnify it from all losses occurring thereby and shall further defend any claim or action on the COUNTY'S behalf. 4.3 The first ten dollars ($10.00) of remuneration paid to the CONSULTANT is consideration for the indemnification provided for above. 4.4 The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. 4.5 This indemnification shall survive the expiration or earlier termination of the Agreement. ARTICLE V PE RSONNEL 5.1 PERSONNEL The CONSULTANT shall 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: SIPagc (A) Alberto Cardenas (B) Carl Chidlow (C) Victoria Benner (D) Emily Zammit So long as the individual(s) named above remain actively employed, or retained as subconsultant, by the CONSULTANT, they shall perform the functions 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 6.1 CONTRACT SUM The COUNTY shall pay the CONSULTANT in current funds for the CONSULTANTS performance of this Agreement the sum of Sixty-Six Thousand Dollars ($66,000) per year, payable at the rate of $5,500 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. 6.2 PAYMENTS 6.2.1 The CONSULTANT shall be paid monthly in arrears pursuant to the Florida Prompt Payment Act, upon County's receipt of an invoice documenting the provision of services. (A) If the CONSULTANTS duties, obligations and responsibilities are materially changed by amendment to this Agreement after execution of this Agreement, compensation due to the CONSULTANT shall be equitably adjusted, either upward or downward. (B) As a condition precedent for any payment due under this Agreement, the CONSULTANT shall submit monthly a report as 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 CONSULTANT'S invoice shall be accompanied by such documentation or data in support of expenses for which payment is sought as the COUNTY, or Clerk of Courts, may require. (C) Invoices to COUNTY from CONSULTANT shall include shall describe with particularity the service rendered, the date of the service and the person who provided the service. 6.3 REIMBURSABLE EXPENSES 6.3.1 There are no reimbursable expenses without specific written authorization from County Administrator or designee; however, travel expenses and lodging may be paid if approved by the County Administrator as long as adequate documentation is provided by CONSULTANT, 61 Page per the Clerk of Court's discretion is provided. Travel expenses and lodging are regulated by the Monroe County Code Sec. 2 -106 to 2 -112 ARTICLE VII INSURANCE 7.1 The CONSULTANT shall obtain insurance within thirty (30) days of the effective date of this Agreement as specified and shall provide proof of insurance showing that County is an additional insured on all policies except professional policies and shall maintain the required insurance at all times that this Agreement is in effect. Professional Liability Insurance shall also be maintained as specified. In the event the completion of the scope of work is delayed or suspended as a result of the CONSULTANT'S failure to purchase or maintain the required insurance, the CONSULTANT shall indemnify the COUNTY from any and all increased expenses resulting from such delay. 7.2 The coverage provided herein shall be provided by an insurer with an A.M. Best Rating of VI or better, that is licensed to business in the State of Florida and that has an agent for service of process within the State of Florida. The coverage shall contain an endorsement providing sixty (60) days notice to the COUNTY prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the COUNTY and shall be in a form acceptable to the COUNTY. Coverage shall be maintained throughout the entire term of the contract. Coverage shall be provided by a company or companies authorized to transact business in the state of Florida. Coverage shall be maintained throughout the entire term of the contract. 7.3 CONSULTANT shall obtain and maintain the following policies: (A) Prior to the commencement of work governed by this contract, the CONSULTANT shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: • Premises Operations • Bodily Injury Liability • Expanded Definition of Property Damage The minimum limits acceptable shall be: $300,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $100,000 per Person $300,000 per Occurrence $ 50,000 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. 71Page (B) Vehicle Liability Insurance requirements Recognizing that the work governed by this contract requires the use of vehicles, the CONSULTANT, prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum, liability coverage for • Owned, Non - Owned, and Hired Vehicles The minimum limits acceptable shall be: $100,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $ 50,000 per Person $100,000 per Occurrence $ 25,000 Property Damage (C) Workers' Compensation Insurance Requirements Prior to commencement of work governed by this contract, the CONSULTANT shall obtain Workers' Compensation Insurance with limits sufficient to respond to the applicable state statutes. In addition, the CONSULTANT shall obtain Employers' Liability Insurance with limits of not less than: $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $100,000 Bodily Injury by Disease, each employee (D) Professional Liability Requirements Recognizing that the work governed by this contract involves the furnishing of advise or services of a professional nature, the CONSULTANT shall purchase and maintain, throughout the life of the contract, Professional Liability Insurance which will respond to damages resulting from any claim arising out of the performance of professional services or any error or omission of the Contractor arising out of work governed by this contract. 81 Page The minimum limits of liability shall be: $250,000 per occurrence/$500,000 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 Occurrence/$500,000 Aggregate. CONSULTANT agrees to keep the same amount of coverage or more at all times and to provide proof of said coverage to COUNTY at COUNTY'S request at any time during the term of the Agreement. (E) CONSULTANT shall not hire subconsultants, unless done so by formal 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 subconsultants. (F) CONSULTANT shall provide to the COUNTY certificates of insurance or a copy of all insurance policies including those naming the COUNTY as an additional insured. The COUNTY reserves the right to require a certified copy of such policies upon request. (G) COUNTY shall be named as additional insured on all insurance policies, except the professional insurance policy. ARTICLE VIII MISCELLANEOUS 8.1 SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 8.2 OWNERSHIP OF 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. 8.3 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 Commissioners of Monroe County, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this Agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the Board. 91 Page 8.4 NO THIRD PARTY BENEFICIARIES Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. 8.5 CONTRACT DOCUMENTS This contract consists of the Agreement and its amendments, if any. In the event of any conflict between any of the contract documents, the one imposing the greater burden on the CONSULTANT will control. 8.6 PUBLIC ENTITIES CRIMES A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on contracts to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, consultant or subconsultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, CONSULTANT represents that the execution of this Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from COUNTY's competitive procurement activities. In addition to the foregoing, CONSULTANT further represents that there has been no determination, based on an audit, that it or any subconsultant has committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether CONSULTANT has been placed on the convicted vendor list. CONSULTANT will promptly notify the COUNTY if it or any subconsultant is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. 8.7 MAINTENANCE OF RECORDS CONSULTANT shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the COUNTY or County Clerk determines that monies paid to CONSULTANT pursuant to this Agreement were spent for purposes not authorized by this Agreement, the CONSULTANT shall repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the COUNTY. 101 Page 8.8 GOVERNING LAW, VENUE, INTERPRETATION, MEDIATION, WAIVER OF JURY TRIAL, AND MEDIATION This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, COUNTY and CONSULTANT agree that venue shall lie in Monroe County, Florida, in the appropriate court or before the appropriate administrative body. The Parties waive their rights to a trial by jury. The COUNTY and CONSULTANT agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of the parties, the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. Mediation proceedings initiated and conducted pursuant to this Agreement or as may be required by a court of competent jurisdiction shall be conducted in accordance with the Florida Rules of Civil Procedure and the usual and customary procedures required by the circuit court of Monroe County and shall take place in Monroe County. 8.9 SEVERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and CONSULTANT agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 8.10 ATTORNEY'S FEES AND COSTS The COUNTY and CONSULTANT agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, and court costs, as an award against the non - prevailing party, and shall include attorney's fees, and courts costs, in appellate proceedings. If there is no prevailing party and the result is a compromise, each party shall pay their own attorney fees and costs, and shall equally divide the cost of Mediation. Mediation proceedings initiated and conducted pursuant to this Agreement, prior to or following initiation of any cause of action or administrative proceeding, shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 8.11 BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and CONSULTANT and their respective legal representatives, successors, and assigns. 111 Page 8.12 AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 8.13 CLAIMS FOR FEDERAL OR STATE AID CONSULTANT and COUNTY agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 8.14 ADJUDICATION OF DISPUTES OR DISAGREEMENTS COUNTY and CONSULTANT agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 15 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement, not prohibited by this agreement, or by Florida law. 8.15 AGREEMENT 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 Agreement. 8.16 NONDISCRIMINATION CONSULTANT and COUNTY agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. CONSULTANT or COUNTY agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88 -352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681 -1683, and 1685 - 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101- 6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92 -255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 -616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd -3 and 290ee -3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as 121 Page r amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 13, Article VI, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 8.17 COVENANT OF NO INTEREST CONSULTANT and COUNTY covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 8.18 CODE OF ETHICS COUNTY agrees that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 8.19 NO SOLICITATION/PAYMENT The CONSULTANT and COUNTY warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the CONSULTANT agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 8.20 PUBLIC ACCESS. The CONSULTANT and COUNTY shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the CONSULTANT and COUNTY in connection with this Agreement; and the COUNTY shall have the right to unilaterally cancel this Agreement upon violation of this provision by CONSULTANT. 8.21 NON - WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the CONSULTANT and the COUNTY in this Agreement and the acquisition of any commercial liability insurance coverage, self- insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the COUNTY be required to contain any provision for waiver. 131 Page r 8.22 PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Agreement within the territorial limits of the COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. 8.23 LEGAL OBLIGATIONS AND RESPONSIBILITIES Non - Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida constitution, state statute, and case law. 8.24 NON -RELIANCE BY NON - PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the CONSULTANT and the COUNTY agree that neither the CONSULTANT nor the COUNTY or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 8.25 ATTESTATIONS AND TRUTH IN NEGOTIATION CONSULTANT agrees to execute such documents as COUNTY may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace Statement. Signature of this Agreement by CONSULTANT shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation pursuant to the Agreement are accurate, complete, and current at the time of contracting. The original contract price and any additions thereto shall be adjusted to exclude any significant sums by which the agency determines the contract price was increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit costs. All such adjustments must be made within one year following the end of the Agreement. 8.26 NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this 141 Page �I 1► Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 8.27 COMPLIANCE WITH LAW In carrying 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, including those now in effect and hereafter adopted. Any violation of said statutes, ordinances, rules or regulations shall constitute a material breach of this Agreement and shall entitle COUNTY to terminate this Agreement immediately upon delivery of written notice of termination to CONSULTANT. 8.28 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. 8.29 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) Att e Y H �11CIer1� By : Deputy'Cle Witness for Consultant: BY: " A, Print Name.M Date: 151 Page BOARD OF COUNTY COMMISSIONERS OF M OE OU�ITY�ORID B .t,�.. o Ma Date: hairman =? C= id 2o13 r r C— N CONSUL ko By: cn 99 fl C �� Print Nam : Vl tit Ci Title : a r Date: Z z / 1 Z MONROE COUNTY ATTORNEY PROVED AS TO FO NA A EENF W CAbSEI ASSISTANT C �. 1 N TV ATrORNEY Date r CD M C-) a "✓® CERTIFICATE OF LIABILITY INSURANCE DATE9/2013 01/29/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S).AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the pollcy(les)must be endorsed.If SUBROGATION is WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT MOODY B ASSOCIATES INC (A/C,FNo,Est):(888)8614938 (AAi'O.No): NM)072.8921 20251 CENTURY BLVD STE 425 EMAIL GERMANTOWN,MD 20874 ADDRESS:Servlce.centergaavelers.com 888 661-3938 PRODUCER ( ) CUSTOMER ID 5039.119156 SV553 700 INSURER(S)AFFORDING COVERAGE NAICA INSURED INSURER A:RAVELERS CASUALTY INSURANCE COMPANY OF AMERICA CARDENAS PARTNERS,LLC INSURER B:THE CHARTER OAK FIRE INSURANCE COMPANY 1350 I STREET NW,STE 275 INSURER C:THE TRAVELERS INDEMNITY COMPANY WASHINGTON,DC 20005 INSURER D: INSURER E: ) INSURER F'. COVERAGES CERTIFICATE NUMBER: 460412944401920 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN.THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NBR POOL5UBR POLICY EPP POLICY EP _TIy TYPE OF INSURANCE INBR MD POLICY NUMBER _LMWDDMYYY) IMMIDWVYYY) LIMITS A GENERAL MARRY X 680-8715X755-12 04/21/2012 04/21/2013 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE I0 REM ED CLAIMS-MADE El OCCURPREMISES(Fa occurrence) $300,000 X HI En AD1D MED VW(Any one parson) $5,000 X NON OWED cart) PERSONAL&ADV INJURY $1000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGO $2,000,000 ) 1 ElFOLICY ERCa f T ILOC ec ` $ XI r COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY /UQ\ ILJII (Ea accident) $ —ANY AUTO r� BODILY INJURY(Per parson) $ ALL OWNED AUTOS '19 SCHEDULED ADIOS V6 BODILY INJURY(Par accident) $ HIRED AUTOS PROPERTY accide nt)onMAGE $ NON-OWNED AUTOS $ $ C X UMBRELLAWB X OCCUR CI1P-5716XT52-12 04/21/2012 04/21/2013 EACH OCCURRENCE $2,000,000 AM n EXCESS LI CLAIMS-MADE AGGREGATE $2,000,000 DEDUCTIBLE $ X RETENTION $5,000 $ R WORKERS COMPENSATION N/A UBWCS -8T16X230-12 04/21/2012 04/21/2013 Xl TAMTn- I IOER AND EMPLOYERS'MOBILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE 7 EL.EACH ACCIDENT $500,000 OFFICERMEMBER EXCLUDED) (Mandatory HMI E.L.DISEASE-EA EMPLOYEE $500,000 SPE,deacnbe under CIAL PROVISIONS below EL.DISEASE-POLICY LIMIT $500,000 DESCRIPTION Of OPERATIONS I LOCATIONS I VEHICLES(Miscll ACORD 101,AddIlonel Remarks Schedule,U,..or.space Is required, AS RESPECTS TO GENERAL LIABILITY,CERTIFICATE HOLDER IS ADDITIONAL INSURED-BLANKET ADDL INSD-OWNERS/LESSEES/CONTR,CG D1 05,BUT ONLY AS RESPECTS TO WORK PERFORMED BY THE INSURED. CERTIFICATE HOLDER CANCELLATION MONROE COUNTY BOARD OF COUNTY SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE COMMISSIONERS EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE 1100 SIMONTON ST WITH THE POLICY PROVISIONS. KEY WEST,FL 33040 AUTHORIZED REPRESEXTATNE ( ' s 64.-1 90 ©1988-2009 ACORD CORPORATION.All rights reserved. ACORD 25(2009/09) The ACORD name and logo are registered marks of ACORD