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Item M7 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: December 10, 2014 Division: County Administrator Bulk Item: Yes x No Staff Contact Person/Phone#: Lisa Tennyson x4444 AGENDA ITEM WORDING: Approval of First Amendment to Agreement with William J. Peebles, P.A. and Capitol Insight, LLC. extending the contract for one year and reflecting a name change from William J. Peebles P.A. to Peebles & Smith,LLC, ITEM BACKGROUND: The firms of Peebles & Smith, LLC. and Capitol Insight LLC. have jointly represented the County's interests and advocated for the County's positions on various legislative priorities including wastewater funding, land acquisition, RESTORE Act, and other legislative issues and services. The County wishes to continue with this team. The name of one of the parties has been changed William 1. Peebles P.A. to Peebles & Smith, LLC. The compensation for this amendment is the same as it was, for the past year, $72,000 (6,000 per month) to be paid to the consultants as a whole and not individually. PREVIOUS RELEVANT BOCC ACTION: On September 17, 2013 the BOCC entered into an agreement with William J. Peebles, P.A. and Capitol Insight, LLC., the contract terminates on December 31, 2014. CONTRACT/AGREEMENT CHANGES: Name change and one year extension STAFF RECOMMENDATIONS: Approval TOTAL COST: $72,000 INDIRECT COST: _—BUDGETED: Yes —No X ($6,000 per month) COST TO COUNTY: SOURCE OF FUNDS: 00 10 1-5303 10 REVENUE PRODUCING: Yes No AMOUNT PER MONTH Year ............... APPROVED BY: County Atty AB/Purchasing_LZ : v/ Risk Management. DOCUMENTATION: Included xx Not Required— DISPOSITION: AGENDA ITEM# Revised 1/09 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Peebles& Smith/Capt. Contract# Effective Date: 12-10-14 Expiration Date: 12-31- 2015 Contract Purpose/Descrip6on-. Agreement for professional consulting services involving resources,ecosystems sustainability, tourist opportunities, RESTORE Act and issues regarding wastewater funding, Contract Manager: County 4445 County Administrator(stopl) Administrator (Name) (Ext.) (Department/Stop#) I for BOCC meeting on 12-12-12 Agenda Deadline: CONTRACT COSTS Total Dollar Value of Contract: $ 72,000 Current Year Portion: $ 72,000 annually Budgeted? Yesn No Z Account Codes: 00-101-530-310- Grant: $ County Match: $ ADDITIONAL COSTS Estimated Ongoing Costs: $-----jyr For: (Not included in dollar value above) (eg. maintenance,utilities,janitorial,salaries,etc.) CONTRACT REVIEW Changes, Date Out Date In Needed Reviewer Division Director Yesn Non mm Risk Management E—Nq Yes F] Nog : O.M.B,/Purchasing [2,'. L--�j Yes© No County Attorney 6I teary Yes n No[21"' Comments: FIRST AMENDMENT TO AGREEMENT FOR CONSULTING SERVICES Between MON'ROE COUNTY BOARD OF COUNTY COMMISSIONERS And WILLIAM J. PEEBLES, P.A. and CAPITOL INSIGHT, LLC. To EXTEND the AGREEMENT and CHANGE NAME TO PEEBLES &SMITH, LLC, This Amendment("Amendment"}made and entered Into this 1&day of December, 2014, is an amendment to the Agreement dated September 17th,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 rBOCC"), and Peebles & Smith, LLC, formerly known as William J. Peebles, P.A., a corporation of the State of Florida, and whose address is 301 South Bronough Street, Suite 500, Tallahassee, FL. 32301, Its successors and assigns, hereinafter referred to as"CONSULTANT; and Capitol Insight, LLC, a corporation of the State of Florida, and whose address Is 301 South Bronough Street, Suite 500, Tallahassee, FL 32301, its successors and assigns, hereinafter referred to as"CONSULTANT WHEREAS, COUNTY desires to continue the employment for the professional services of CONSULTANT for representation involving legislative issues regarding wastewater funding, land acquisition, RESTORE Act, and other legislative issues and services as assigned by the County Administrator and agreed to by CONSULTANT;and WHEREAS, CONSULTANTS have agreed to continue provide the professional services as CONSULTANTS for representation Involving legislative issues regarding wastewater funding, land acquisition, RESTORE Act, and other legislature issues and services as assigned by the County Administrator and agreed to by CONSULTANTS; i 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 legislative level;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:. i } I. The Parties agree to continue the services of CONSULTANT for an extended period of time beginning January 1,2015 and terminating on December 31,2015.. 2. The name of William J. Peebles, P.A.had been formerly changed to Peebles&Smith, LLC. and all further business conducted under this Agreement shall be under the name of Peebles&Smith, LLC. Page 1 800C,Peebles,Capitol lnsW Amendment x 3. 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 December,31, 2016. 4. Compensation under the amendment shall be as follows: 4.1 Contract Sum. The COUNTY'shalt pay the CONSULTANTS In current funds for the CONSULTANTS performance of this Agreement the sum of Seventy- Two Thousand Dollars ($72,000) per year, payable at the rate of $6,000 per month for each month's services provided. This Is the total sum to be paid each month to CONSULTANTS as a whole and not Individually. 4.2 Monroe County's performance and obligation to pay under this contract, Is contingent upon an annual appropriation by the BOCC. 4.3 Payments. The CONSULTANTS 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. As a condition precedent for any payment due under this Agreement, the CONSULTANTS shall submit a monthly Invoice to COUNTY requesting payment for services properly rendered and any reimbursable expenses, where allowed under this Agreement. 4.4 There are no reimbursable expenses without specific amendment to this Agreement; however, travel expenses may be paid If approved by the County Administrator as long as adequate documentation is provided by CONSULTANTS. 5. This Amendment shall automatically terminate on December 31, 2015; however, either party hereto may,terminate this Amendment and the underlying agreement with or without cause upon 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. 6. All of the terms and conditions of the September 17th,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. 7. This Amendment is effective upon execution by CONSULTANT and acceptance and approval by COUNTY in accordance with COUNTY'S policies,ordinances,or governing statutes. 8. 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. (Remainder of Page Left Intentionally Blank—Signature Page to Follow) Page 2 BOCC,Peffbleei,Capital InelghtAmendment IN WITNESS WHEREOF,each party has caused this Amendment to the September 17th,2013 Agreement to be executed by its duly authorized representative. (SEAL) BOARD OF COUNTY COMMISSIONERS OF Attest: AMY HEAVILIN, Clerk of Courts MONROE COUNTY, FLORIDA a . - BY., Deputy Clerk Mayor/Chairman Date: Witness for Peebles&Smith, LLC.: For Pobles&Smith, LLC.: BY: 1? fG By: Print Name: Print Na Date: I/ - ate Title 1w I Date: 87 Witness for Capitol Insight, LLC.: For Capitol Insight,LLC,-. I�PQ BY: Print Name: Print Name.-,l)j2a-,% G Date: Title: 01'zS1de0:j--. ov\)O-P-v(- Date-,.h.1 2-� 4 NION Uri OE COUNTY XT-TOR NBC EY AS TO FORM-) NAfILEENE W, CA'.SEL AMSTAN'T COU111141"Y ATTORN,'Y Date. Page 3 BOCC,Pftblds,CaPW IrWght ftwwknem AGREEMENT FOR CONSULTING SERVICES Between MONROE COUNTY BOARD OF COUNTY COMMISSIONERS And WILLIAM J.PEEBLES,P.A.and CAPITOL INSIGHT,LLC. This Agreement ("Agreement"} made and entered into this 17,h day of September, 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 William J. Peebles, P.A., a corporation of the State of Florida, and whose address is 301 South Bronough Street, Suite 500, Tallahassee, FL. 32301, its successors and assigns,hereinafter referred to as "CONSULTANT"; and Capitol Insight, LLC, a corporation of the State of Florida, and whose address is 301 South Bronough Street, Suite 500, Tallahassee, FL 32301, its successors and assigns, hereinafter referred to as"CONSULTANT"; WHEREAS, COUNTY desires to employ the professional services of CONSULTANTS William J. Peebles, P.A., and Capitol Insight,LLC, for representation involving legislative issues regarding wastewater funding, land acquisition, RESTORE Act, and other legislative issues and services as assigned by the County Administrator and agreed to by CONSULTANT; and WHEREAS, CONSULTANTS have agreed to provide the professional services as CONSULTANTS for representation involving legislative issues regarding wastewater funding, land acquisition, RESTORE Act, and other legislative issues and services as assigned by the County Administrator and agreed to by CONSULTANTS; 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 CONSULTANTS agree as follows: 1. TERMINATION OF PRIOR AGREEMENT, The prior agreement dated December 12, 2012, is hereby terminated by agreement of the parties. 2. COMPENSATION UNDER PRIOR AGREEMENT. The parties agree that all invoices prior to and including Invoice#1997 dated May 2013, for services in April 2013, have been paid in full by the County. The parties ftirther agree that the following invoices shall not be paid, are withdrawn by the CONSULTANTS and no compensation shall be sought now or in the future for Invoice #2037, Invoice #2061, and Invoice #2086 or any other unpaid invoice previously submitted to the COUNTY. The Parties agree that billing under this Agreement shall 1 I socc,Pnbtos,capitol Insight Agreement 11 begin with services performed by the CONSULTANTS beginning on September 17, 2013, and shall not include compensation for services performed prior to September 17, 2013. 3. TERM OF AGREEMENT. This Agreement shall begin on September 17, 2013 and will automatically terminate on December 31, 2014; however, either party hereto may terminate this Agreement with or without cause upon giving Thirty (30)days written notice to the other. If the COUNTY utilizes this provision, the termination shall supersede any other payment obligation. Termination expenses shall be paid and shall include all expenses until date of termination,subject to audit for verification. 4. SCOPE OF SERVICES. The scope of services will include providing the professional services as CONSULTANTS, representing the COUNTY'S interests and advocating the COUNTY'S position on various legislative priorities including wastewater funding, land acquisition, RESTORE Act, and other legislative issues and services as assigned by the County Administrator and agreed to by CONSULTANTS. 4.1 Advocacy: Meeting with government officials and advocating the County's position in all aspects of County governance which is affected by State action, in both the legislative and executive branches of State government and participation and facilitation of meetings between County officials and State officials,. The scope will also include occasional meetings in the Florida Keys with County officials and staff to educate and/or strategize. 4.2 Direction by County Administrator. Services shall only be provided as directed by the County Commission and communicated by the County Administrator or his designee, which communication may be in writing or orally transmitted. 4.3 Reporting CONSULTANT'S shall keep abreast of legislative and executive activities at the State level and keep COUNTY informed via communications to the County Administrator, Board of County Commissioners and County Attorney to include a monthly written memo or report on each invoice of the work provided by the CONSULTANTS during the period covered by the invoice. 5. REPRESENTATIONS AND WARRANTEES. By executing this Agreement, CONSULTANT makes the following express representations and warranties to the COUNTY: 5.1 The CONSULTANTS are professionally qualified to act as, the CONSULTANTS for the Scope of Services and is licensed by all public entities having jurisdiction over the CONSULTANTS to provide the designated services and the Scope of Services; 5.2 The CONSULTANTS shall maintain all necessary licenses, permits or other authorizations necessary to act as CONSULTANT for the Scope of Services until the CONSULTANT'S duties hereunder have been fully satisfied; 5.3 The CONSULTANTS have become familiar with the Scope of Services. 5.4 The CONSULTANTS shall prepare all documents, if required, by this Agreement in such a manner that they shall be accurate, coordinated and adequate for use in the subsequent implementation phases and shall be in conformity and comply with all applicable law, codes and 2 1 BOM Peebles,Capital Insight Agmernent regulations. All Documents shall be reviewed by the County Attorney, or his designee, prior to being approved by the BOC'C. The CONSULTANTS warrant that the documents, prepared as a part of this Agreement will be adequate and sufficient to accomplish the purposes of the Scope of Services,therefore eliminating any additional cost due to missing or incorrect information; 5.5 The CONSULTANTS assume full responsibility to the extent allowed by law with regard to his performance and those directly under his employ. 5.6 The CONSULTANTS' services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Scope of Services. 5.7 CONSULTANTS are independent contractors under this Agreement. Services provided by CONSULTANTS.. In providing the services, CONSULTANTS and their 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. 5.8 The CONSULTANTS shall, without additional compensation, promptly correct any errors, omissions,deficiencies, or conflicts in the work product of the CONSULTANTS. 6. COUNTY'S RESPONSIBILITIES. COUNTY shall provide information in its possession upon request from CONSULTANT as needed for the Project including objectives, schedule, constraints and criteria. COUNTY shall designate a representative to act on the COUNTY'S behalf with respect to the Project. The COUNTY or its representative shall render decisions in a timely manner pertaining to documents submitted by the CONSULTANTS in order to avoid unreasonable delay in the orderly and sequential progress of the CONSULTANTS' services. Prompt written notice shall be given by COUNTY through its representative to CONSULTANTS if COUNTY becomes, aware of any fault or defect in the Project or non-conformance with the Agreement Documents. Any information that may be of assistance to the CONSULTANTS to which the COUNTY has immediate access will be provided as requested. 7. WRITTEN NOTICE. Any notices under this Agreement 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. 7.1 All written correspondence to the COUNTY shall be dated and signed by an authorized representative of the CONSULTANTS.The correspondence shall be directed to: Lisa Tennyson and Roman Gastesi,County Administrator 1100 Simonton Street Key West, Florida 33040 7.2 Notice to the CONSULTANTS shall be delivered to: William J. Peebles 301 South Bronough Street,Suite 500 3 BOCC,Peebles,Capitol Insight Agreement Tallahassee, Florida 32301 Dean Cannon 301 South Bronolugh Street, Suite 500 Tallahassee,Florida 32301 8, COWENSATION. 8.1 Contract Sum. The COUNTY shall pay the CONSULTANTS in current funds for the CONSULTANT'S performance of this Agreement the sum of Seventy-Two Thousand Dollars ($72,000) per year, payable at the rate of $6,000 per month for each month's services provided. This is the total sum to be paid each month to CONSULTANTS as a whole and not individually. 8.2 Monroe County's performance and obligation to pay under this contract, is contingent upon an annual appropriation by the BOCC. 8.3 Payments. The CONSULTANTS shall he paid monthly in arrears pursuant to the Florida Prompt Payment Act, upon COUNTY'S receipt of an invoice documenting the provision of services. As a condition precedent for any payment due under this Agreement, the CONSULTANTS shall submit a monthly invoice to COUNTY requesting payment for services properly rendered and any reimbursable expenses, where allowed under this Agreement. 8.4 There are no reimbursable expenses without specific amendment to this Agreement; however, travel expenses may be paid if approved by the County Administrator as long as adequate documentation is provided by CONSULTANTS. 9. INSURANCE.The CONSULTANTS shall obtain insurance within thirty(30)days of the effective date of this Agreement as specified and shall provide proof of insurance showing that COUNTY is an additional insured on all policies except professional policies and shall maintain the required insurance at all times that this Agreement is in effect. Professional Liability Insurance shall also be:maintained as specified. In the event the completion of the project(to include the work of others) is delayed or suspended as a result of the CONSULTANT'S failure to purchase or maintain the required insurance, the CONSULTANTS shall indemnify the COUNTY from any and all increased expenses resulting from such delay. 9.1 The coverage provided herein shall be provided by an insurer with an A.M.Best Rating of VI or better, that is licensed to business in the State of Florida and that has an agent for service of process within the State of Florida. The coverage shall contain an endorsement providing sixty(60) days notice to the COUNTY prior to any,cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the COUNTY and shall be in a form acceptable to the COUNTY, 9.2 CONSULTANTS shall obtain and maintain the following policies: A. Workers' Compensation insurance as required by the State of Florida; 4 1 a0cr,Peebles,capitoi insight Agreement B. Employers Liability Insurance with limits of One Hundred Thousand Dollars ($100,000) per Accident, Five Hundred Thousand Dollars ($500,000) Disease, policy limits,One Hundred Thousand Dollars($100,000)Disease each employee. C. Comprehensive business automobile and vehicle liability insurance covering claims for injuries to members of the public and/or damages to property of others arising from use of motor vehicles, including onsite and offsite operations, and owned, hired or non-owned vehicles, with One Hundred Thousand Dollars ($100,000) combined single limit. If split limits are provided, the minimum limits acceptable shall be: Fifty Thousand Dollars($510,000)per person, One Hundred Thousand Dollars($100,000) per occurrence, and Twenty Five Thousand Dollars ($25,000)property damage. D. Commercial general liability covering claims for injuries to members of the public or damage to property of others arising out of any covered act or omission of the CONSULTANT or any of its employees, agents or sub-consultants. including Premises and/or Operations, Products and Completed operations, personal injury liability, and expanded definition of property damage. The minimum limits acceptable shall be: Three Hundred Thousand Dollars ($300,000) Combined Single Limit (CSQ. If split limits are provided, the minimum limits acceptable shall be: One Hundred Thousand Dollars ($100,000) per person, Three Hundred Thousand Dollars ($300.000) per occurrence, and Fifty Thousand Dollars ($50,000) property damage. An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this Agreement. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the COUNTY. E. CONSULTANTS shall require its sub-consultants to be adequately insured. COUNTY will not pay for increased limits of insurance for sub-consultants. F. CONSULTANTS 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. 10. HOLD HARMLESS. The CONSULTANTS covenants and agrees to indemnify and hold harmless the Monroe County Board of County Commissioners from any and all claims for bodily injury (including death), personal injury, and property damage (including property owned by Monroe County) and any other losses, damages, and expenses (including attorney's fees) which arise out of, in connection with, or by reason of services provided by CONSULTANTS or any of its Sub-consultant(s) in any tier, occasioned by the negligence, errors, or other wrongful act of omission of the CONSULTANTS or its Sub-consultant(s) in any tier, their employees, or agents. 60M,Peebles,Capilml Insight Agreement In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the CONSULTANTSS failure to purchase or maintain the required insurance, the CONSULTANTS shall indemnify the COUNTY from any and all increased expenses resulting from such delay. The first ten dollars ($10-00) of remuneration paid to the CONSULTANTS is for the indemnification provided for above. The extent of liability is, in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this Agreement. 11. 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. 12. OWNEMHW OF THE PRQJECT DOCUMENTS. The documents, if any, prepared by the CONSULTANTS for this Project belong to the COUNTY, and may not be reproduced and copied without acknowledgement and permission of the COUNTY. 13. SUCCESSORS AND ASSIGNS The CONSULTANT shall not assign its right hereunder, except its right to payment, nor shall it delegate any of its duties hereunder without the written consent of the COUNTY. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors,,assigns and legal representatives of such other party. 14. NO THIRD-PARTY BENEFICIARIES. Nothing contained herein shall create any relationship,contractual or otherwise, with, or any rights in favor of, any third party. 15. CONTRACT DOCUMENTS. This contract consists of the Agreement and its attachment. In the event of any conflict between any of the contract documents, the one imposing the greater burden on the CONSULTANT will control. 16. PUBLIC ENTffWS CRJWS 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 a public entity, may not be awarded or perform work as a contractor, supplier, sub-contractor, consultant or sub-consultant 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, CONSULTANTS represents that the execution of this Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of 6 1 i3ocr,Peebles,Capitol Insight Agmernent 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, CONSULTANTS further represents that there has been no determination, based on an audit, that it or any sub-consultant 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. CONSULTANTS will promptly notify the COUNTY if it is formally charged with an act defined as a"public entity crime'or has been placed on the convicted vendor list. 17. MAINTENANCE OF RECORDS. CONSULTANTS 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 CONSULTANTS pursuant to this Agreement were spent for purposes not authorized by this Agreement, the CONSULTANTS shall repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes,nmrting from the date the monies were paid by the COUNTY. 18. GOVERNING LAW, VENUE, INTERPRETATION. MEDIATION, WAIVER OF JURY TRIAL. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, COUNTY and CONSULTANTS 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 CONSULTANTS 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. 19. 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 CONSULTANTS 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. 7 1 Isom,Peebles,Capitol Insight Agmnmt 20. ATTORNEY'S FEES AND COSTS. The COUNTY and CONSULTANTS 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 shalt be entitled to reasonable attorney's fees and court costs, as an award against the non-prevailing party, and shall include attorney's fees and courts costs in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement, prior to or following, initiation of any cause of action or administrative proceeding, shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 21. BINDING EFFECT. The terms, covenants, conditions,, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and CONSULTANTS and their respective legal representatives,successors, and assigns. 22. 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. 23. CLAIMS FOR FEDERAL OR STATE AID. CONSULTANTS 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. 24. AWUDICATION OF DISPUTES OR DISAGREEMENTS. COLTNTY and CONSULTANTS agree that all disputes and disagreements shall be attempted to be resolved by meet-and-confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 15 days after the first meet-and-confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties,, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 24.1 COUNTY and CONSULTANTS specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 25. COOPERATION. In the event any administrative or legal proceeding is instituted against either party relating to the formation,execution,performance,or breach of this Agreement, COUNTY and CONSULTANT agree to participate in all proceedings,hearings, processes,meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. 26. NONDISCRUMNATION. CONSULTANTS 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. CONSULTANTS and COUNTY agree to comply with all Federal and Florida statutes, 8 1 BOCC,Peebles,Capitol Insight Agreement 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 patient records-, 8) Title Vul of the Civil Rights Act of 1968 (42 USC s. 3601,et seq.), as amended,relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 13, Article VI, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation,gender identity or expression, familial status or age; 11)Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of,this Agreement. 27. COVENANT OF NO INTEREST. CONSULTANTS 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 the only interest of each is to perform and receive benefits,as recited in this Agreement. 28. 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. 29. NO SOLICITATION/PAYWNT. The CONSULTANTS 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 CONSULTANTS 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. 9 1 BOCC,Peebles,Capital InslSht Agreement 30. PUBLIC ACCESS The CONSULTANTS 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. 31. NQN-WAIVER OF INUAMTY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the CONSULTANTS 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. 32. PRIVILEGES AND 1AMUNITEES. 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. 33. 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. 34. 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 CONSULTANTS and the COUNTY agree that neither the CONSULTANTS 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. 35. EXECUTION OF COUNTY FORM. CONSULTANTS agree to execute such documents as COUNTY may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. 10 1 Bocc,Peebles,Capitol insigM Aamement 36. NO PERSONAL L[ABIL No covenant or agreement contained herein shall be rt deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 37. ASSIGNMENT/SUBCONTRACT, CONSULTANTS 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 tl conditions and provisions as the Board may deem necessary. 38. INDEPENDENT CONTRACTOR., At all times and for all purposes under this Agreement the CONSULTANTS are independent contractors and not employees of the Board of County Commissioners of Monroe County. No statement contained in this Agreement shall be construed so as to find the CONSULTANTS or any of their employees, contractors, servants, or agents to be employees of the Board of County Commissioners of Monroe County. 39. 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. O IN WITNESS WHEREOF,each party has caused this Agreement to be executed by its orized representative. BOARD OF COUNTY COMMISSIONERS HEAVILIN,Cie, OF MONROE COUNTY,FLORIDA .5 By:/"Ar"* Deliuty Clerk Mayor/Chairman U Date: (() I tol [.5 W W z _J Z J cc LU CC William J.Pee es,P A.: Capitol Insight,LLC: 0 (n 0 U- < ;4( 0 7z�) > i- BY;— By: 0 z Authorized Signature Mthorized Signature z < LU Z) 0 Z 0 Ui W Print Name: Print Name: icyMtl Carmasilf. 1 o -4 UJ z 0 (r- z z Mi Title: para-YL( Title :Dgkoditimma L T".i Date: Date!: 1% END OF'AGREEMIE,NT '42 G Ind 0 1 1 OV0038 401 031IJ 111 DOCC,Peebles,Capital Insight Agreement t ACC) DATE(MMIG0IYYYYI ,.. CERTIFICATE OF LIABILITY NSURANCE 8/30/�'01 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONIFERS 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 INOT CONSTITUTE A CONTRACT BEEN THE ISSUING:' INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,that polloy(lbs)must be endorsed. H SUBROGATION IS WAIIVED,subject to the torms and conditions of the policy,csrtaln pollcle,s may require an andomemenlL A statement on,this cardilcate does not confer rights to the certificate holder In lieu of such endamemen s). PRODUCER Katherine tdciCl asack, CIC Kuykendall Gardner PHONE . (407)894-5431 r'"r` .I4o71i2s-637B 1560 Orange Ave Ste 750 ,kpoptEss.kn kiseackekgbroker.co,m INSURER(Sl AFFORDING COVERAGE NAIC Y Winter Park FL 32789 imstmeRA:Travelers Property Casualty Ina INSURED iNsupm e:Trav+elers Indemnity Co of 25666 Capitol Insight, LLC iNsuRgRc;Capli,tol,_Sg9cialtInsurance 301 S. Bronough St, Ste 500 INSURERD: INSURER E ,Tallahassee FL 32301 INSURER F: COVERAGES CERTIFICATE NUMB R:13-14 teeter 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. ILTR TYPE OF INSURANCE POLICY NUMBER P Y EFf 1O1 EXP LIMITS GENERAL LAINUITY EACH OCCURRENCE S 1,000,000 x CO7MMERCIAL GENERAL LIABILITP DAMAGE TO RENTED Hyal, S - 100,000 A CLAIMSdAADE x�OCCUUR 66040395734 /1712D13 /171/2014 MEOEXP wep w S 5,000 PERSONAL,SACIVINJURY S 1,000,000 GENERAL AGGREGATE S 2,000,000 GENL AGGREGATE LIMIT APPLIES'PER: PRODUCTS•COMPIOPAGO $ 2,000,000 X, POLICY PRC?- Lac $ AUTOMOBILE Luanmr COMBINED SINGLE LIMIT 11000,000 A ANY AUTO, BODILY INJURY(Par pomun) S AALU OOWNED 60039'5734 /17/2013 /17/2011 BODILY INJURYIParaccidenll S VOS AUTOS x NSCHFDULED NDN+DWNED I HIRED AUTOSAUTOS I x UMBRELLA LIAa OCCUR EACH OCCURRENCE S EXC9I8 LIAR CLAIMS-MADE AGGREGATE S man RETENTION S B WORKERS COMPENSATION x WC TA 11 H. AND EMPLOYERS'LIABILITY Y I N ER ANY PROP'RIETOMPARITNERADLECUTIVE EL.EACH,ACCIDENT S 1 000 Goo OFRCEWMEMBER EXCLUDED? ❑ MIA' +ro3e968r /17/20131 /17'/20L1r ICY In HIM) LLD SEASE-EA EMPLOYE S 1 000 000 M yyeese desa,6e utdar OFSQ:RtP90"NOFOPERATIONSIbelow E'L.DISEASE.POLICY LIMIT S 1,000,000 C Professional Liability srcO372801 /17/20131 /17/2014 2,000,0DO $2,500 ded/claim DESCRIPTION OF OPERATIONS 1 LOCATIONS#'VEHICLES IAUAch ACORD 101.Addlitlanal Rer"As Schedule.It more specs Is mquire4'1 Certificate holder's interest is reflected as additional insured as respacts general liability on a primary' and non-contributory basis, if required by written contract, for work performed by or on behalf of the named insured. Waiver of subrogation applies in favor of certificate holder if required by written contract. CERTIFICATE HOLDER CANCELLATION Cyr-'Conni/tIQII onroalco my-fl SHOULD ANY OF THE ABOVE OESC;RIalEO1 POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Monroe County Board of County Commissions ACCORDANCE WITH THE POLICY(PROVISIONS. 1100 Simonton Street Suite 2-205 AUTHORIZED REPRESEN'TATPrE Key West, FL 33040 C Gardner, CIC, /K ACORD 2.5(2010I05) dI 1988.2010 ACORD CORPORATION. All rights reserved. INRn25 oninmi ni The,Attell*n mama and Innn arm rwaietaras nnarrre of a/'.,npn o A, CERTIFICATE OF LIABILITY INSURANCE 8//2/20 3 THIS CERTIFICATE 13 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 certiflleate holder Is an ADDITIONAL INSURED,the polley{ies)must be endorsed. If SUBROGATION ITS 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(*). PRODUCER ACT M"k Dumont Dumont Insurance Agency & Financial Services PHONE {gSUI942-7760 FAx .IIsaI942-795I 2400 Mahan Drive sadamcsntQdealcaatinsurassce.cem INSU 5 AFFORDINO COVEUGE NAN:s Tallahassee F.D. 32308 INSURER ADe Clsitors Ins. Co. 42587 INSURED wsumm a 0rid e£ield CasualtX Tnauralnce WILLIAM J PEEBLES INSURERC! 310 W COW AGE A'VR INSURER©: INSURER E- TALLAHASSEE FL 32301-1406 wN ResF: E CO'VERAGE$$ CERTIFICATE NUMBER:CL130202259 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURE 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 PO'UCIES DESCRIBED HEREIN 15 SUBJECT TO ALL THE TERMS„ EXCLUSIONS AND CONOITIONS OF SUCH POLICIES..LIMITS SHOWN'MAY HAVE BEEN REDUCED BY PAID CLAIMS INSA LTR TYPE Of INSURANCE N IwICV F120 ExP LIMITS GENERAL LIABILITY EACH OCCURRENCE S 100001000 nco" MERCIALGENERALUAEILITY PREMISES S 300,000 I A I ' A CLAIMS-MADE OCCUR HPC1A159343'86391 /12/' ns 2D13 /12/'2014 MEDEXP e S 5,000 PERSONAL,AADVINJURY S 1,000,000 GENERAL AGGREGATE S 2,000,000 GENL AGGREGATE U MIT APPLIES PER` PRODUCTS-COMPIOPAGG S 2,000,000 k I ){ POLICY PRO- LOC S AUTOMOINLELUb61UTY COMrWMD SINGLEIES 0900MI 5 1,000,000 ANY AUTO BOOtLY INJURY IPsr pMli , S A ALL OVMED SCHEDULED PACIFSPOD5934386397 /12/2013 /12/20i14 AUTOS .'a AUTOS BODILY INJURY LPN Aacidwnl► S X HIRED AUTOS . NONONNEO M S AUTOS S UMBRELLA LIAO OCCUR EACH OCCURRENCE S SB EXCELIAe HCLAIMS4AADF AGGREGATE S R S WORKERS COMPENSATION TA 1 H AN09WLOYEIWUABILITY YI N LIM ANY PROPRISIORMARTNEWEX8CUTIVE E.L EACH ACCIDENT S $00 000 aOFFICERNEMBEREXCLUo6oa NIA 9s'-22�L62 /12/2dia /12/zau IMyis+su«YE N"I E.L DISEASE EA EMPLOYE S 500 000 ©ESCRIPTIONN Of OPERATIONS Wow E.L.DISEASE•POUCY'LIMIT S 500 000 DESCOMON OF OPERATIONS I iLOCATNN 3I VEHICLE'S�(Altaall ACORD 101,Addhtanal Ram dm 5dwduls.I"mom span Is tsquasdl Monroe County' is listed as a tional insured with respect to the genersa liability and auto policies. iu CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Monroe County ACC01ROANCE WITH THE POLICY PROVISIONS'. 1100 Simonton St,Kay West, FL 33040 AUTNORIZEDREPRESEHRATnIE Mark D'eelont, CIC/ERIt7 P, ACORD 25(2010105) 0196II-2010 ACORD CORPORATION. All tights reserved. INBO25 onin II m The Ar..npn rmma anH Innn Pro ronletprarl marls of af'nPn