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Item N06 N6 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE u,.. 9 Mayor Craig Cates,District 1 The Florida Keys Mayor Pro Tern Holly Merrill Raschein,District 5 Michelle Lincoln,District 2 - James K. Scholl,District 3 ' David Rice,District 4 Board of County Commissioners Meeting June 21, 2023 Agenda Item Number: N6 2023-1058 BULK ITEM: Yes DEPARTMENT: Legislative Affairs TIME APPROXIMATE: STAFF CONTACT: Lisa Tennyson TBD AGENDA ITEM WORDING: Approval of an agreement with Thorn Run Partners (Greg Burns) for federal lobbying services on behalf of Monroe County. ITEM BACKGROUND: The County continues to require representation/lobbying/advocacy in the legislative and executive branches of federal government and with federal agencies. Attached is a recent presentation that was given to the BOCC that includes overview of the firm and its recent federal legislative successes on behalf of Monroe County. PREVIOUS RELEVANT BOCC ACTION: • June 2022 BOCC approved annual contract with Thorn Run Partners. • October 2020 BOCC approved annual contract with Thorn Run Partners. • October 2019 BOCC approved annual contract with Thorn Run Partners. • April 2018 BOCC approved assignment of Van Scoyoc contract to Thorn Run Partners. • October 2017 BOCC approved Second Amendment to Agreement with Van Scoyoc for contract renewal. • September 2015 BOCC approved First Amendment to Agreement with Van Scoyoc for contract renewal. • September 2014 BOCC approved Professional Services Agreement with Van Scoyoc for federal lobbying services. CONTRACT/AGREEMENT CHANGES: No change in contract price or terms. STAFF RECOMMENDATION: Staff recommends approval. DOCUMENTATION: 3464 Monroe Fed Legislative Update Presentation June 2022.pptx 2023 01 COl GL AL WC signed exp 10.1.23.pdf Waiver Thorn Run Partners Corp .pdf 2023-2024 Thorn Run Federal Lobbying Contract.pdf FINANCIAL IMPACT: Effective Date: July 21, 2023 Expiration Date: Total Dollar Value of Contract: $80,000.00 Total Cost to County: $80,000.00 Current Year Portion: Budgeted: Yes Source of Funds: CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: No If yes, amount: Grant: No County Match: No Insurance Required: Yes Additional Details: 3465 M m f W r ME Pam,. ��.," �' �J� ✓ "�� IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII l�iq x k'h (IIIIIIIIIIIIIIIIII IIIIIIIIIIIIIIIIII V� I �� IIIIIIIIIIIIIIIIIIIII IIIIIIIIIIIIIIIIII III „!q„ IIIIIIIIII O fir d�� uuuuu� , �mlum��uuuuVuuuumim ",„" IIIIIIIIIIIIIIIIIIIIIIIIIIIIII� f ��vu�, Illllum� r✓ dq � ✓�r r 1a,�r✓, r t r y it �) 03 Ct ICU �w al ffffffff II „y ; „ II........re V• y nilmlllnni� ;:. cc m.„ mPy C Vie m 2, Q u�, 0 Clod 1 u V AN l ql 0 V, ) CIA Cos WD O iM 1 ............... 0 Ell 11 CIA III y u� r' i ii�iiiii Y I� uu i!!!iJ � bm�mp ��ry N hie .... 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"V II ��. p ...p w�"' W ry jr,,, A A I/ d ��h r- f� i 1 i �kflr.:w G„ 5 �1 �0000000 00000000� � m r, 'rr 00 oe If, II THORRUN-01 JSINGLETARY ,a►c'oRn' CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) `..•- 1/4/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Maury, Donnelly&Parr PHONE 410 685-4625 FAX 410 685-3071 24 Commerce St. (A/C,No,Ext):( ) (A/C,No):( ) Baltimore,MD 21202 ADDRESS: INSURERS AFFORDING COVERAGE NAIC# INSURER A:Sentinel Insurance Company, Ltd 11000 INSURED INSURER B:Hartford Insurance Corn anies# 34690 Thorn Run Partners Corp 100 M Street,SE INSURER C Suite 750 INSURER D Washington,DC 20003 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR 30SBABT4370 7/1/2022 10/1/2023 DAMAGE TO RENTED 1,000,000 X PREMISES Ea occurrence $ MED EXP(Any oneperson) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO- 2,000,000 JECTPRO- X LOC PRODUCTS-COMP/OP AGG $ OTHER: $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ ANY AUTO X 30SBABT4370 7/1/2022 10/1/2023 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X HIRED )( NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ A UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE 30SBABT4370 7/1/2022 10/1/2023 AGGREGATE $ 5,000,000 DED X RETENTION$ 10,000 $ B WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER 30WECEG3153 10/1/2022 10/112023 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 1D1,Additional Remarks Schedule,may be attached if more space is required) Monroe County,Florida is listed as additional insured for general liability and auto coverage,as required by written contract ) ' I� 1 . 4 . 23 CERTIFICATE HOLDER CANCELLATION Ik " SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe Count BOCC THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton St.Suite 2-205 Key West,FL 33040-3110 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights res------' The ACORD name and logo are registered marks of ACORD 3479 BOARD OF COUNTY COMMISSIONERS Countyof Monroe Mayor Craig Cates,District 1 Mayor Pro Tem Holly Merrill Raschein,District 5 The Florida Keys Michelle Lincoln,District 2 �. James K. Scholl,District 3 Robert B.Shillinger,County Attorney** `" , David Rice,District 4 Pedro J.Mercado,Sr.Assistant County Attorney** � Cynthia L.Hall,Sr.Assistant County Attorney** Christine Limbert-Barrows,Assistant County Attorney** Office of the County Attorney Derek V.Howard,Assistant County Attorney** 1111 12"Street, Suite 408 Peter H.Morris,Assistant County Attorney** Key West,FL 33040 Patricia Fables,Assistant County Attorney (305)292-3470 Office Joseph X. DiNovo,Assistant County Attorney** (305)292-3516 Fax Kelly Dugan,Assistant County Attorney Christina Cory,Assistant County Attorney **Board Certified in City,County&Local Govt.Law RE: Waiver of insurance Requirements Risk Management is waving the contract requirement of Professional Liability insurance for Thorn Run Partners Corp for providing lobbying services to Monroe County. Thank you, Brian Bradley Risk Manager 3480 AGREEMENT FOR LOBBYING SERVICES Between MONROE COUNTY BOARD OF COUNTY COMMISSIONERS And THORN RUN PARTNERS, LLC THIS AGREEMENT, made and entered into this 2 1" day of July 2023, by and between Monroe COUNTY(hereinafter referred to as "COUNTY"), a political subdivision of the State of Florida, through the Monroe County Board of County Commissioners (`BOCC"), whose address is 1100 Simonton Street, Key West, Florida 33040, and Thorn Run Partners, LLC. (hereinafter referred to as "LOBBYIST"), a corporation authorized to do business in the State of Florida, whose address is 100 M Street SE, Suite 750,Washington DC 20003; WHEREAS, the COUNTY desires to employ the professional services of LOBBYIST, for federal legislative and lobbying services assigned by the County Administrator and Legislative Affairs Director and agreed to by LOBBYIST; and WHEREAS, LOBBYIST has agreed to provide professional services for federal legislative and lobbying services as assigned by the County Administrator and agreed to by LOBBYIST; 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 LOBBYIST agree as follows: 1. TERM OF AGREEMENT. This agreement shall be effective upon approval and the agreement shall continue for a period of 1 year, beginning June 1, 2023. The County shall have the option to renew the agreement after the original terms, subject to performance by the LOBBYIST and the availability of County funds. 2. COMPENSATION. The County, in consideration of the LOBBYIST satisfactorily performing services, shall pay the LOBBYIST a total of $80,000 (Eighty Thousand Dollars), plus any additional costs associated with travel as requested and approved by the County, on invoices submitted by LOBBYIST to the County Administrator's office on a monthly basis. Invoices must provide sufficient detail and documentation to support work accomplished and any additional costs for which LOBBYIST is seeking reimbursement, including but not limited to the exact dates of travel, mileage, costs, receipts and description of work completed under this Contract. Total Contract shall not exceed $80,000 (Eighty Thousand Dollars) plus the cost of approved travel expenses. Travel expenses may be paid if approved by the County Administrator as long as adequate documentation is provided by LOBBYIST. Travel expenses are regulated by the Monroe County Code Sec. 2-106 et. seq. 3. SCOPE OF SERVICES. 3.1 Provide legislative and lobbying services at the federal level to assist Monroe COUNTY in developing and implementing a Federal Legislative Program. Page 1 of 15 3481 3.2 Meet with COUNTY staff (COUNTY Administrator, COUNTY Attorney, Legislative Director, and other relevant staff as needed) and the Board of COUNTY Commission to develop a detailed Federal Legislative Program. Work closely with COUNTY staff to identify the COUNTY's goals, priorities and specific projects, and which of these can be addressed at the federal level, and assist in developing written material on each priority and project in the COUNTY's Federal Legislative Program to provide to congressional staff and federal agency staff. 3.3 Monitor current federal legislation, federal budget process, federal agency actions legislative committee meetings, executive branch activity, agency hearings and meetings prior to and during the regular session, and pro-actively report to the COUNTY, both verbally and in writing, any new information or legislative events that may directly or indirectly impact the COUNTY; and in the event that action is needs, advise the COUNTY. 3.4 Propose and implement lobbying strategies to help support the COUNTY's federal agenda. 3.5 Develop and evaluate strategy for the support, opposition, or amendment of pending legislation that enhances the COUNTY's federal legislative program. 3.6 Identify key Congressional and federal agency contacts relating to specific COUNTY issues; draft appropriate correspondence; and schedule briefings and meetings between COUNTY officials and Congressional leaders, executive branch representatives, and agency representatives. 3.7 Coordinate with COUNTY's Congressional delegation in gaining support for the COUNTY's federal agenda. 3.8 Advocate with Congressional members, congressional committees, executive branch, and federal agencies in support of the COUNTY's goals,priorities, and projects. 3.9 Represent the COUNTY and the Board before Congress and federal agencies. 3.10 Work closely with COUNTY staff in researching current issues and providing background information. 3.11 Provide technical assistance and guidance to staff on correspondence and reports related to the COUNTY'S federal issues and priorities. 3.12 Review the legislative policy statements adopted by the Florida Association of Counties and the National Association of Counties and other local governments and lobbying groups for the purpose of identifying issues which may either positively or negatively affect the COUNTY. 3.13 Provide written monthly activity reports and periodic updates on advocacy activity, pending legislation, briefings/meetings, and on issues of interest or concern to the COUNTY. Reports must contain, when possible, specific legislation, names of contacts made, and the COUNTY's legislative priority it relates to, as well as any foreseeable legislation or rulings that may affect the COUNTY. Attend weekly conference calls and present an annual report to the Board in Monroe COUNTY, Florida. 3.14 Research and provide information on existing and new funding and appropriations activities, availability of funding, distribution of funding, year-end rollover funding, techniques to be used by COUNTY to capitalize on opportunities, and examples of successful local government applications; identify agencies or local governments which may be competing for specific grants or appropriations, and help align support for the COUNTY's position. 3.15 Provide office space for COUNTY staff to use when they are in Washington, DC. Page 2 of 15 3482 4. REPRESENTATIONS AND WARRANTIES. By executing this Agreement, LOBBYIST makes the following express representations and warranties to the COUNTY: 4.1: The LOBBYIST is professionally qualified to act as the LOBBYIST for the Scope of services and is licensed to provide the designated services by all public entities having jurisdiction over the LOBBYIST and the Scope of services; 4.2: The LOBBYIST shall maintain all necessary licenses,permits or other authorizations necessary to act as LOBBYIST until the LOBBYIST'S duties hereunder have been fully satisfied; 4.3: The LOBBYIST has become familiar Monroe County's legislative issues and priorities. 4.4: The LOBBYIST 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 regulations. All Documents shall be reviewed by the County Attorney, or his designee, prior to being approved by the BOCC. The LOBBYIST warrants that the documents prepared as a part of this Agreement will be adequate and sufficient to accomplish the scope of services, therefore, eliminating any additional cost due to missing or incorrect information. 4.5: The LOBBYIST assumes full responsibility to the extent allowed by law with regards to his performance and those directly under his employ. 4.6: The LOBBYIST'S services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the scope of services. 4.7: LOBBYIST are independent contractors under this Agreement. Services provided by LOBBYIST, or subcontractor(s), shall be subject to the supervision of LOBBYIST. In providing the services, LOBBYIST 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. 4.8: The LOBBYIST shall, without additional compensation,promptly correct any errors, omissions, deficiencies, or conflicts in the work product of the LOBBYIST or its subcontractor, or both. 5. COUNTY'S RESPONSIBILITIES. COUNTY shall provide information in its possession upon request from LOBBYIST 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 LOBBYIST in order to avoid unreasonable delay in the orderly and sequential progress of the LOBBYIST'S services. Prompt written notice shall be given by COUNTY through its representative to LOBBYIST 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 LOBBYIST to which the COUNTY has immediate access will be provided as requested. 6. 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. Page 3 of 15 3483 6.1: All written correspondence to the COUNTY shall be dated and signed by an authorized representative of the LOBBYIST. The correspondence shall be directed to: Roman Gastesi, County Administrator, and Lisa Tennyson, Director of Legislative Affairs 1100 Simonton Street Key West,Florida 33040 With a copy to: Bob Shillinger, County Attorney 1111 12' Street, Suite 408 Key West, FL 33040 6.2: Notice to the LOBBYIST shall be delivered to: Greg Burns, Thorn Run Partners 100M Street SE, Suite 750 Washington, DC 20003 7. CONFLICT OF INTEREST. LOBBYIST agrees it shall not contract for or accept employment for the performance of any work or service with any individual, business corporation, or government unit that would create a conflict of interest in the performance of its obligations under this Agreement. LOBBYIST further agrees it will neither take any action nor engage in any conduct that would cause any County employee or official to violate the provisions of Chapter 112, Florida Statutes,relating to ethics in government. 7.1 No LOBBYIST under contract with the county shall engage in any employment or contractual relationship with any entity, which employment or contractual relationship would or could be adverse to the COUNTY or which would or could interfere with the LOBBYIST's work on behalf of the COUNTY. Such relationship includes, but is not limited to, representing a client whose interest is currently in opposition to the interest of the COUNTY; serving as a consulting or testifying as an expert witness in litigation against the county; representing persons or entities before any board or agency of the county; or any other contractual relationship of whatever kind or nature in which the consultant uses his professional expertise or provides professional services in such a manner that a different person or entity benefits at the expense of the COUNTY in a given transaction between other person or entity in the county. A position in opposition to a County position may take the form of an adverse policy position or fiscal impact on the County, either direct or indirect. A position in opposition to a County position is not limited to a position that conflicts with an express provision of the legislative package adopted by the Board of County Commissioners. It may also arise in other areas. Not every County interest can be anticipated or enumerated in the County's legislative package, and issues arise and change over the course of the legislative process. It is incumbent on the LOBBYISTY to remain mindful of the County policy and fiscal interests and positions vis-a-vis other clients. 7.3 If actual or perceived conflict arises, the LOBBYIST must advise the County Administrator immediately in writing, provide sufficient information concerning the Page 4 of 15 3484 conflict, and seek a waiver of the conflict. The County Administrator shall report the conflict to the Board of County Commissioners. Once a conflict waiver request has been received by the County, the County Administrator, in consultation with the County Attorney may take any action regarding the waiver request, including by not limited to the following: 1) allow a waiver and allow the LOBBYIST to continue to represent both the County and the other party; 2) disallow a waiver and require the LOBBYIST to choose between representing the County or the other party, or to discontinue representing the other party; 3) allow a limited waiver and require the LOBBYIST to continue to represent both the County and the other party under whatever limitations or restrictions the County Administrator, in consultation with the County Attorney, determines to be appropriate. Any such actions by the County Administrator shall only be effective until the Board of County Commissioners has considered the conflict action. The Board of County Commissioners may take any action necessary, such as termination or waiver or partial waiver, to address the conflict of interest disclosed by the LOBBYIST. Waiver of any conflict of interest or termination of this Agreement is expressly reserved to the Board. 8. INSURANCE. The LOBBYIST shall provide proof of insurance showing that County is an additional insured on all policies except workers' compensation and shall maintain the required insurance at all times that this Agreement is in effect. In the event the completion of the scope of services (to include the work of others) is delayed or suspended as a result of the LOBBYIST'S failure to purchase or maintain the required insurance, the LOBBYIST shall indemnify the COUNTY from any and all increased expenses resulting from such delay. 8.1: The coverage provided herein shall be provided by an insurer with an A.M. Best Rating of VI or better, that is licensed to business in the State of Florida and that has an agent for service of process within the State of Florida. The coverage shall contain an endorsement providing sixty (60) days' notice to the COUNTY prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the COUNTY and shall be in a form acceptable to the COUNTY. 8.2: LOBBYIST shall obtain and maintain the following policies: A. Workers' Compensation insurance as required by the State of Florida. B. Comprehensive business automobile and vehicle liability insurance covering claims for injuries to members of the public and/or damages to property of others arising from use of motor vehicles, including onsite and offsite operations, and owned, hired or non-owned vehicles, with One Hundred Thousand Dollars ($100,000) combined single limit. If split limits are provided, the minimum limits acceptable shall be: Fifty Thousand Dollars ($50,000) per person, One Hundred Thousand Dollars ($100,000) per occurrence, and Twenty Five Thousand Dollars ($25,000) property damage. C. 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 LOBBYIST or any of its employees, or agents , including Premises and/or Operations, Products and Completed operations, personal injury liability, and Page 5 of 15 3485 expanded definition of property damage. The minimum limits acceptable shall be: Three Hundred Thousand Dollars ($300,000) Combined Single Limit (CSL). If split limits are provided, the minimum limits acceptable shall be: One Hundred Thousand Dollars ($100,000) per person, Three Hundred Thousand Dollars ($300,000) per occurrence, and Fifty Thousand Dollars ($50,000) property damage. An occurrence Form Policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this Agreement. In addition, the period for which claims may be reported should extend for a minimum of twelve (12)months following the acceptance of work by the County. D. LOBBYIST 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. 9. HOLD HARMLESS. The LOBBYIST covenant and agree 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 LOBBYIST or any of its Subcontractor(s) in any tier, occasioned by the negligence, errors, or other wrongful act of omission of the LOBBYIST or its Subcontractors in any tier, their employees, or agents. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the LOBBYIST's failure to purchase or maintain the required insurance, the LOBBYIST shall indemnify the County from any and all increased expenses resulting from such delay. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. 10. SECTION HEADINGS. Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 11. OWNERSHIP OF THE PROJECT DOCUMENTS. The documents, if any, prepared by the LOBBYIST for this Project belong to the COUNTY, and may not be reproduced and copied without acknowledgement and permission of the COUNTY. 12. SUCCESSORS AND ASSIGNS. The LOBBYIST 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. 13. NO THIRD PARTY BENEFICIARIES. Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. Page 6 of 15 3486 14. CONTRACT DOCUMENTS. This contract consists of the Agreement and its attachment. In the event of any conflict between any of the contract documents, the one imposing the greater burden on the LOBBYIST will control. 15. 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, LOBBYIST or subcontractor 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, LOBBYIST 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, LOBBYIST further represents that there has been no determination, based on an audit, that it or any subcontractor 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 LOBBYIST has been placed on the convicted vendor list. LOBBYIST will promptly notify the COUNTY if it or any subcontractor is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. 16. MAINTENANCE OF RECORDS. LOBBYIST 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 LOBBYIST pursuant to this Agreement were spent for purposes not authorized by this Agreement, the LOBBYIST 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. 17. GOVERNING LAW, VENUE, INTERPRETATION, MEDIATION, WAIVER OF JURY TRIAL. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, COUNTY and LOBBYIST agree that Page 7 of 15 3487 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 LOBBYIST 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. 18. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and LOBBYIST 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. 19. ATTORNEY'S FEES AND COSTS. The COUNTY and LOBBYIST 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. Mediation proceedings initiated and conducted pursuant to this Agreement, prior to or following initiation of any cause of action or administrative proceeding, shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 20. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and LOBBYIST and their respective legal representatives, successors, and assigns. 21. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 22. CLAIMS FOR FEDERAL OR STATE AID. LOBBYIST 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. 23. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. COUNTY and LOBBYIST 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 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. COUNTY and LOBBYIST specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. Page 8 of 15 3488 24. COOPERATION. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, COUNTY and LOBBYIST 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. 25. NONDISCRIMINATION. LOBBYIST 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. LOBBYIST and COUNTY agree 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 VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination in employment on the basis of race, color, religion, sex, and 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 VIII 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. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code, Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, disability, 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 hereto, or the subject matter of, this Agreement. 26. CODE OF ETHICS AND ETHICS CLAUSE. 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. LOBBYIST warrants that he/it has not employed,retained or otherwise had act on his/her behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, Page 9 of 15 3489 commission, percentage, gift, or consideration paid to the former County officer or employee. 27. NO SOLICITATION/PAYMENT. The LOBBYIST 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 LOBBYIST 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. 28. PUBLIC ACCESS. The LOBBYIST 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 LOBBYIST 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 LOBBYIST. Public Records Compliance. LOBBYIST must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and LOBBYIST shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and LOBBYIST in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the LOBBYIST. Failure of the LOBBYIST to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The LOBBYIST is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the LOBBYIST is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the LOBBYIST does not transfer the records to the County. Page 10 of 15 3490 (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the LOBBYIST or keep and maintain public records that would be required by the County to perform the service. If the LOBBYIST transfers all public records to the County upon completion of the contract, the LOBBYIST shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the LOBBYIST keeps and maintains public records upon completion of the contract, the LOBBYIST shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the LOBBYIST of the request, and the LOBBYIST must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the LOBBYIST does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the LOBBYIST. A LOBBYIST who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section119.10,Florida Statutes. The LOBBYIST shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE LOBBYIST HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE LOBBYIST'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305-292-3470 BRADLEY- BRIANnu,MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12TH Street, SUITE 408, KEY WEST, FL 33040. 29. NON-WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the LOBBYIST 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. 30. 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 Page 11 of 15 3491 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. 31. 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. 32. 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 LOBBYIST and the COUNTY agree that neither the LOBBYIST 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. 33. COUNTY FORMS. By signing this Agreement, LOBBYIST has sworn or affirmed to the following requirements as set forth in the Public Entity Crime Statement, Ethics Statement, Drug-Free Workplace Statement and Vendor Certification Regarding Scrutinized Companies List as set forth in more detail in this Agreement. 34. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 35. ASSIGNMENT/SUBCONTRACT. LOBBYIST 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. 36. INDEPENDENT CONTRACTOR. At all times and for all purposes under this agreement the LOBBYIST are independent contractors and not employees of the Board of County Commissioners for Monroe County. No statement contained in this agreement shall be construed so as to find the LOBBYIST or any of their employees, contractors, servants, or agents to be employees of the Board of County Commissioners of Monroe County. 37. TERMINATION Page 12 of 15 3492 A. In the event that the LOBBYIST shall be found to be negligent in any aspect of service, the COUNTY shall have the right to terminate this agreement after five days written notification to the LOBBYIST. B. Either of the parties hereto may cancel this Agreement without cause by giving the other party thirty (30) days written notice of its intention to do so. C. Scrutinized Companies: If the County determines that the LOBBYIST has submitted a false certification under Section 287.135(5), Florida Statutes or has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, the County shall have the option of (1) terminating the Agreement after it has given the LOBBYIST written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. 38. DRUG-FREE WORKPLACE. LOBBYIST in accordance with Florida Statute 287.087 hereby certifies that LOBBYIST shall: I. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. The person authorized to sign the Agreement certifies that LOBBYIST complies fully with the above requirements. 39. VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS LOBBYIST agrees and certifies compliance with the following: Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal, the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is Page 13 of 15 3493 engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of$1,000,000 or more, that are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies wit Activities in the Iran Petroleum Energy Sector Lists which were created pursuant to s. 215.473, Florida Statutes, or is engaged in business operations in Cuba or Syria. As the person authorized to sign on behalf of LOBBYIST, I hereby certify that the company identified above as "LOBBYIST" is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and for Projects of$1,000,000 or more is not listed on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged in business operations in Cuba or Syria. I understand that pursuant to Section 287.135, Florida Statutes, the submission of false certification may subject company to civil penalties, attorney's fees, and/or costs. I Further understand that any contract with the County may be terminated, at the option of (lie County, if the company is found to have submitted a false certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or been engaged in business operations in Cuba or Syria. Note:The List are available at the following Department of] anagement Services Site: witt1,-//wiA,,Nv,(Jii�s,,rnN,florida,c�)�i�/busitiess picii-ations/statp2 .......I victed susmided discii-h 111-1-1'--- -1- -- ---11--11-1111-1- 0, N, complAphits vendor aists 40,EXECUTION IN COUNIERPARES. 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) BOA1;LD OF COUNTY COMMISSIONERS OF' Attest: KEVIN MADOK, Clerk MONROE COUNTY,FLORIDA By:........... ............................ ------ By: .____.............. Deputy Clerk Mayor/Chairman Date: ................... WITNESS: THORN UN PARTNERS,LLC BY: By: .... ............... N'to el�;z�`e�d. Signature Authorized Signature 7Aut Page 14 of 15 3494 ............................... .................... 'n' I'l Print Narne: Print Name: Date: Date: END OF AGREEMENT Page 15 of 15 3495