Item F1 BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: January 31, 2014 Division:-- County Administrator
Bulk Item: Yes x No Staff Contact Person/Phone#: Lisa Tennyson
x4444
AGENDA ITEM WORDING: Approval of nine month extension of agreement with Cardenas
Partners, LLC for federal lobbying services.
ITEM BACKGROUND:
Cardenas Partners has provided federal lobbying services for Monroe County since 2009. On next
month's agenda, staff will be asking the BOCC for approval to issue a Request for
Proposal/Qualifications for federal lobbying services. This contract extension will provide us with
federal lobbying services through the solicitation, evaluation/ranking, and award period. The cost of
$5,500 per month reflects no change from last year's agreement.
PREVIOUS RELEVANT BOCC ACTION: In January 2013, the BOCC entered into an agreement
with Cardenas Partners. The BOCC has approved annual contracts with Cardenas partners for the past
five years,
CONTRACT/AGREEMENT CHANGES: Contract is for nine months.
STAFF RECOMMENDATIONS: Approval
TOTAL COST: not to exceed 49,500 INDIRECT COST: BUDGETED: Yes X No
($5,500 per month)
COST TO COUNTY: SOURCE OF FUNDS:- 001 - 01 5-13 7
REVENUE PRODUCING: Yes— No AMOUNT PER MONTH Year
w
APPROVED BY: County Atty OMB/Purchasing— Risk Management
DOCUMENTATION: Included xx Not Required
DISPOSITION: AGENDA ITEM#
Revised 1/09
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Cardenas Parnters, LLC Contract#
Effective Date: January 16, 2014
Expiration Date: September 30, 2014
Contract Purpose/Description:
Extension of Agreement with Cardenas Partners, LLC for federal lobbying services for
9 months.
Contract Manager: -.Lisa Tennyson 4444 County Administrator(stop I)
(Name) (Ext.) (Department/Stop#)
for BOCC meeting on 1-31-14 Agenda Deadline:
CONTRACT COSTS
Total Dollar Value of Contract: $ 49,500 Current Year Portion: $ 49,500
Budgeted? Yes® No ❑ Account Codes:7k)l - 0116-(M- 5,;C)
Grant: $
County Match: $
ADDITIONAL COSTS
Estimated Ongoing Costs: $ /yr For:
(Not included in dollar value above) (eg. maintenance, utilities,janitorial,salaries,etc.)
CONTRACT REVIEW
Changes Date Out
Date In Needed Reviewer
Division Director YesF-1 NoF-1
Risk Management
YesF-1 Noo
O.M.B./Purcliasing Yes❑ NoEl
County Attorney YesF-1 Now
Comments:
OMB Form Revised 2/27/01 MCP#2
FIRST AMENDMENT TO
AGREEMENT FOR
CONSULTING SERVICES
Between
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
And
CARDENAS PARTNERS, LLC
This Amendment("Amendment')made and entered into this—day of January, 2014,Is
an amendment to the Agreement dated January 16,2013, 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 Brickeil Avenue, Floor 15, Miami Florida and a mailing address of 13501 Street
NW, Suite 275,Washington, DC 20005, 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 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
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 16,2014 and terminating on September 30,2014.
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.
3. This Amendment shall automatically terminate on September 30,2014; 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.
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 COUNTY'S policies, ordinances,or governing
statutes; however it is the intent of the parties that the amendment is retroactive to
January 16,2013 and Is therefore the original Agreement and this Amendment shall run
continuously without Interruption to September 30, 2014, unless earlier 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 Its duly authorized representative.
(SEAL) BOARD OF COUNTY COMMISSIONERS OF
Attest: AMY HEAVILIN, Clerk of Courts MONROE COUNTY, FLORIDA
By: By:
Deputy Clerk Mayor/Chairman
Date:
Witness for Consultant: CONSULT.AN$T:
BY: 8y:
�f�
Print Name: Print Nam 0A Ch itd S t6,)
Date: Title : C r
Date:
MONRQa; OUN Y ATTORNEY
PROVED AS TO FO ►g
N TILEENE W. CASSEL
ASSISTANT COUNTY ATTORNEY
2 P a g a
AGREEMENT FOR
CONSULTING SERVICES
Between
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
And
CARDENAS PARTNERS, LLC
//Ix
This Agreement("Agreement°) made and entered into this/l�day 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 Lard of County Commissioners
(°BOCC"),
AND
Cardenas Partners, LLC, a Florida Limited Liability Company which has a principal
address of 1441 Brickeil 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:
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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;
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(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
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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 12'h 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) 904-2051
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ARTICLE III
C _ Rgaqftl1
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 MOLD 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
Subconsuitant(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
PERSONNEL
5.1 PERSONNEL
The CONSULTANT shall assign only qualified personnel to perfomn 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:
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(A) Alberto Cardenas
(B) Cad Chidiow
(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 A
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 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) 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,
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per the Clerk of Court's discretion is provided. Travel expenses and lodging are regulated by the
Monroe County Cate 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 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(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.
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(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) Pr es i nal Lia illy Reguirements
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.
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The minimum limits of liability shall be:
$250,000 per occurrence/$500,00o 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 subconsuitant 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
M=CLLANgQUS
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.
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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 subconsuitant 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.
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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.
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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 panes. 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 Vill of the Civil Rights Act of 1968(42 USC s. et seq.), as
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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 shag 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.
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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 cerfi icate 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 personalty on this
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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) BOARD OF COUNTY COMMISSIONERS
OF
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Witness for Consultant: CONSUL CD
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MONROE COUNTY ATTORNEY
A)PROVED AS TO Fq,�M:
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