Loading...
Item N04BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: August 19, 2009 Division: County Attorney Bulk Item: Yes X No Staff Contact Person/Phone #: Christine Limbert-Barrows AGENDA ITEM WORDING: Approval of a Consent to Assignment from Tew Cardenas, LLP to Cardenas Partners, LLC of original agreement dated February 27, 2009, and all subsequent amendments, for provision of lobbying services pursuant to notification received that the Washington office of Tew Cardenas, LLP has bifurcated from the Miami office and is now its own separate entity known as Cardenas Partners, LLC effective July 1, 2009. ITEM BACKGROUND: On February 27, 2009, the County entered into an agreement with Tew Cardenas, LLP for lobbying services. The agreement was subsequently amended on March 18, 2009 and again on June 17, 2009. The County received notice on July 21, 2009, that the Washington office of Tew Cardenas, LLP will be known as Cardenas Partners, LLC effective July 1, 2009. In -order to ensure adherence to the original agreement, a Consent of Assignment is proper from the parties. PREVIOUS RELEVANT BOCC ACTION: 2/27/09 BOCC approved original agreement for lobbying services 3/18/09 BOCC approved amendment clarifying language 6/7/09 BOCC approved second amendment deleting City of Key West and Islamorada as parties sharing costs for these lobbyist services due to their declining to participate (Item 0-3) CONTRACT/AGREEMENT CHANGES: The original terms and conditions of the original contract will be assigned from Tew Cardenas, LLP to Cardenas Partners, LLC STAFF RECOMMENDATIONS: Approval TOTAL COST: N/A INDIRECT COST: N/A BUDGETED: Yes No DIFFERENTIAL OF LOCAL PREFERENCE: N/A COST TO COUNTY: N/A SOURCE OF FUNDS: REVENUE PRODUCING: Yes No X AMOUNT PER MONTH Year APPROVED BY: County At y OMB/Purchasing Risk Management DOCUMENTATION: Included X Not Required DISPOSITION: AGENDA ITEM # Revised 7/09 CONSENT TO ASSIGNMENT This Consent to Assignment is entered into this 19th day of August, 2009, by and between Monroe County, a political subdivision of the State of Florida, hereafter COUNTY, and Tew Cardenas, LLP, hereafter ASSIGNOR, and Cardenas Partners, LLC, hereafter ASSIGNEE. 'V4rFIEREAS, on February 27, 2009, the COUNTY and ASSIGNOR entered into a contract for the provision of lobbying services; WHEUEAS, the COUNTY received notice that all of the professionals in the Washington DC office of ASSIGNOR have fQrmed a separate entity, the ASSIGNEE effective July 1, 2009 to perform lobbying services for ASSIGNOR's Washington DC office clients; WHEREAS, the ASSIGNEE's offices is in the same location as were ASSIGNOR's Washington DC office; NOW THEREFORE, inconsideration of the mutual promises of the original agreement as amended herein, the parties agree as follows: 1. The ASSIGNOR assigns to ASSIGNEE all the. ASSIGNOR's right, title and intcrest in the original agreement- effective Soly 1, 2009 and COUNTY consents,to the assignment. . 2. ASSIGNEE agrees to be bound by all the terms and conditions of the original agreement, as amended above. 3. The remaining provisions of the agreement dated February 27, 2009, not inconsistent herewith, remain in frill force and effect, (SEAL) BOARD OF COUNTY COMMISSIONERS ATTEST: DANNY L. KOLHAGE, CLERK OF MONROE COUNTY, FLORIDA By Deputy Clerk Witnesses: By Witnesses; M 1C1, /6,w-- 528503.1 By: Mayor/Chairman Tow denas, LLP (ASSIGNOR) By: r (a. Signature Printed Name i Date- -7 Car s artne (ASSIGNEE) By: q Signature �1 4 141 � Printed Narne, Date: %. Ile MONROE COUNTY ATTORNEY _.APPROVg© AS TO FORM: -CHRISTINE M. LIMBERT-BARROWS ASSIST NT COUNTY ATTORNEY ©ate 24A /� �; if C +ARD E NAS -PARTNERS LLC MIAMI • TALLAHASSEE • WASHINGTON DO July 21, 2009 Roman Gastesi, County Administrator 1100 Simonton Street Suite 2-205 Key West, FL 33040 Dear Mr. Gastesi, 701 13TH s"FREET SUITE 950 WASHINGTON. DC 20005 T 202.904,2050 F 202.904.2051 W WAY. CARD ENAS PARTNERS DC.COI+l We are writing to inform you that the Washington office of Tew Cardenas, LLP has bifurcated from the Miami office and is now its own separate entity known as Cardenas Partners, LLC effective July 1, 2009. ` Cardenas Partners LLC; Al Cardenas, Colin Mueller, Carl Chidlow, Emily Zammit and Kristen Bautz, will continue to handle the County's federal lobbying matters. All terms of the current contract between us will continue in full force and. effect. As of September 1, 2009, Cardenas Partners will be located in our new offices: 701 13`h Street NW Suite 950 Washington, DC 20005 Thank you. Sincerely, Colin Mueller, Partner Cardenas Partners, LLC 701 13`h Street NW Suite 950 Washington, DC 20005 THIS SECOND AMENDMENT TO AGREEMENT is made and entered into this 17'l' day of June, 2009, between the BOARD OF COUNTY'COMMISSIONERS OF MONROE COUNTY, FLORIDA ("COUNTY") and TEW CARDENAS, LLP ("FIRM"); and WHEREAS, the parties entered into a contract on February 27, 2009, for provision of lobbying services by the FIRM to COUNTY; and WHEREAS, an Amendment to the Agreement was entered into by both parties on March 18, 2009 which included the deletion of the City of Marathon and the Key Largo Wastewater Treatment District from Section 1. of the Agreement; and WHEREAS, the City of Key West does not desire to enter into an Interlocal Agreement to share the costs for these lobbyist services; and WHEREAS, on May 20, 2009, the COUNTY approved termination of the Interlocal Agreement with the City of Islamorada, previously approved by the COUNTY on April 15, 2009, to share the costs for these lobbyist services; WHEREAS, pursuant to Section 11.2 of the Agreement, on June 1, 2009 the County provided the required thirty (30) day written notification of termination without cause to Islamorada, Village of Islands thereby terminating the Agreement effective June 30, 2009; and WHEREAS, it is desired to amend the agreement to accurately reflect who is sharing the cost of the lobbyist services and thereby identify who the lobbyist is to provide services for under this agreement and who is to receive the benefits from the lobbyist services provided; now therefore IN CONSIDERATION of the mutual covenants contained herein the parties agree as follows: 1. Section 1. of the agreement between the parties dated February 27, 2009, as amended March 18, 2009, shall be revised to read: 1. THE CLIENT The Client is the COUNTY, and to the extent ethically permissible, it's elected and appointed officers and its employees, in alliance for the purposes of this agreement with the Florida Key Aqueduct Authority, unless COUNTY advises ATTORNEY otherwise. The services provided under this agreement shall be provided for the collective benefit of the COUNTY and the entities named in this paragraph. Page 1 of 2 Tew Cardenas Second Amendment Deleting Islamorada and Key West 2. The remaining provisions of the agreement dated February 27, 2009, as amended pursuant to the Amendment to Agreement dated March 18, 2009, not inconsistent herewith, remain in full force and effect. IN FITNESS WHEREOF, the parties have set their hands and seal on the day and year first above written. (SEAL) ATTEST: DANNY L. ICOLHAGE, CLERIC By Deputy Clerk Witness: By Signature Print N me Address 71 BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By Mayor/Chairman MONROE COUNTY ATTORNEY OVE AS TO I COtSi; s W�]�/yr \0 EY TEW CARDENAS, LLP: By D D,, Signature Print Nape _ zxeehx a /C Address A"Llz-.� / 2> / Page 2 of 2 Tew Cardenas Second Amendment Deleting islamorada and Key West AMENDMENT TO AGREEMENT BETWEEN MONROE COUNTYAND TEW CARDENAS, LLP THIS AMENDMENT TO AGREEMENT is made and entered into this 18th day of March, 2009, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY ( "COUNTY") and TEW CARDENAS, LLP ("FIRM"). WHEREAS, the parties entered into a contract on February 27, 2009, for provision of lobbying services by the FIRM to COUNTY; and WHEREAS, the Agreement dated February 27, 2009, contained standard language found in the COUNTY's form contract for law firms; and WHEREAS, FIRM is a law firth but provides related services by persons who are not attorneys in addition to providing Iegal services, particularly for lobbying activity; and WHEREAS, it is desired to amend the agreement to more accurately reflect the status of the FIRM's principals who will be providing services under the agreement; now therefore IN CONSIDERATION of the mutual covenants contained herein the parties agree to as follows: 1. The agreement between the parties dated February 27, 2009, shall be amended as follows: A. All references to ATTORNEY through out the agreement shall be replaced with "FIRM. B. Section 1 shall be amended to delete the city of Marathon and the Key Largo Wastewater Treatment District. C. Section 2 shall be revised to read: "2. THE FIRM FIRM: is the individual or professional association named above and whose legally authorized signature appears at the bottom of this Agreement. FIRM has been retained specifically because FIRM is understood by COUNTY to be able to handle this matter. FIRM may not delegate or outsource this work without full written disclosure to, and prior written approval from, the COUNTY." D. Section 4 shall be amended to add a new item (M) under the list of services: (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 following tasks enumerated above at the state level. Consultant will maintain communications with the Tallahassee legislative team, and assure coordination of tasks involving multi -jurisdictional functions, both federal and state. E. Section 6 shall be revised to read; " 6. PAYMENTS TO FIRM TewCardenas Amendment 3-18-09 The FIRM skull submit to COUNTY invoices with supporting documentation acceptable to the Clerk on a schedule as set forth in the contract. Acceptability to the CIerk is based on generally accepted accounting principles and such Iaws, rules and regulations as may govern the Clerk's disbursal of funds. The FIRM may only use qualified personnel to perform the services required of it under the contract. It is understood that the COUNTY's selection of the FIRM for this contract is based in part on the abilities of the persons who are expected to provide services under this agreement. The parties expect that the following individuals will perform those services: A. Alberto Cardenas B. Carl Chidlow C. Colin Mueller D. Elinette Ruiz E. Emily Zammit If any of these individuals leave the FIRM's employ, he or she must be promptly replaced with a similarly qualified individual. The replacement individual is also subject to the written approval of the BOCC, whose approval will not be unreasonably withheld. Monthly invoices shall identify the approved persons who provided services and a brief summary of the services provided." Z. The remaining provisions of the agreement dated February 27, 2009, not inconsistent herewith, remain in full force and effect_ IN WITNESS WH REOF, the parties have set their hands and seal on the day and year first above written. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By By "'� '•` V c uQNTY Kr-r01EY gNMayor/Chairman Deputy Cleric PI14Vi; Attest: 1? AST - r 1-12-M TIE A, UTTONrEW CARDENAS, LLP: C!�i ^��/Fi�IEY By --By— Signature SignatuIr, Print Name Address: DATE: Print Name DATE: TewCardenas Amendment 3-I8-09 AGREEMENT BETWEEN MONROE COUNTY AND TEW CARDENAS LLP THIS AGREEMENT, made and entered into this aV day of _144w, 2009, by and between the BOARD OF COUNTY COMMISSIONERS OF MONROE COLORIDA, ("COL NTY"), a political subdivision of the State of Florida whose address is 1100 Simonton Street, Key West, Florida 33040, and TEW CARDENAS LLP ('ATTORNEY,"), WHEREAS, Chapter 99-395, Laws of Florida, requires that onsite sewage treatment and disposal systems be compliant with regulations for effluent discharge by July 1, 2010; and WHEREAS, Monroe County, independent special districts, private utilities, and municipalities (the wastewater authorities) are engaged in efforts to provide centralized wastewater treatment plants and collection systems throughout the Florida Keys or are upgrading their treatment systems to meet the 2010 requirements; and WHEREAS, Chapter 2008-49, Laws of Florida (the "Act"), effective July 1, 2008, authorizes the issuance of bonds, and authorizes the provision of funds from the Save Our Everglades Trust Fund over a four-year period for the Keys Wastewater Plan starting in July 2009; and WHEREAS, it is critical to the development and construction of wastewater treatment and collection systems at costs that the local property owners can afford to obtain the full amount of the State bond monies authorized; and WHEREAS, the wastewater authorities have indicated an interest in sharing the costs of a contract between the County and the Attorney to lobby the State to issue bonds and appropriate $50,000,000 per year to the wastewater entities in the Florida Keys, as well as any other efforts to obtain federal or state funding for wastewater and infrastructure projects in the Florida Keys, and to lobby State regulatory agencies to relax or amend their rules to allow property owners to come into delayed compliance with Ch. 99-395 if their wastewater authority has one or more projects scheduled but not completed by July 1, 2010; now, therefore, In consideration of the mutual covenants and provisions contained herein, the parties agree as follows: 1. THE CLIENT The Client is the COUNTY, and to the extent ethically permissible, it's elected and appointed officers and its employees, in alliance for the purposes of this agreement with the cities of Islamorada, Key West, and Marathon, Key Largo Wastewater Treatment District and the Florida Keys Aqueduct Authority, unless COUNTY advises ATTORNEY otherwise. The services provided under this agreement shall be provided for the collective benefit of the county and the entities named in this paragraph. 2. THE ATTORNEY ATTORNEY is the individual or professional association named above and whose legally authorized signature appears at the bottom of this Agreement. ATTORNEY is licensed to practice law in all jurisdictions relevant to this matter. ATTORNEY has been retained specifically because ATTORNEY is understood by COUNTY to be able to handle this matter. If ATTORNEY Page 1 of 15 Tew Cardenas LLP Lobbyist Contract 2/6/2009 KMP practices with others who may also provide services to COUNTY, he or she understands that COUNTY expects that ATTORNEY will be responsible for managing the representation, assuring compliance of others with the terms of this Agreement and ethical requirements, preparing and substantiating all bills, and communicating with COUNTY. ATTORNEY may not delegate or outsource this work without full written disclosure to, and prior written approval from, the COUNTY. 3. TERM OF AGREEMENT This Agreement and representation by ATTORNEY is effective upon execution by ATTORNEY and acceptance and approval by COUNTY in accordance with COUNTY'S policies, ordinances, or governing statutes. Upon execution by ATTORNEY and acceptance and approval by COUNTY, this agreement will be retroactive to February 6, 2009. The representation shall continue for one year unless earlier terminated by either the COUNTY, or by the ATTORNEY in accordance with ethical requirements and/or the terms of this Agreement. 4. SCOPE OF THE WORK The 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 FIRM (LOBBYIST) shall work closely with the County Administrator or his designee, or in the absence of either, the County Attorney, and will provide, at a minimuni, 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; (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, both orally and in writing, any legislative events that may directly or indirectly impact the County; (D) During the legislative session, 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 direct contact and communication with the State and federal executive branches, including officials and agency representatives, and legislators and staff, and testify on behalf of Monroe County at hearings before legislative committees; (I) 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; (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. Page 2 of 15 Tew Cardenas LLP Lobbyist Contract 2/6/2009 KW 4.1 Professional ability to perform work a intment of contract manager ATTORNEY warrants that he or she is 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. ATTORNEY shall designate an individual attorney to be the contract manager for each matter and the contract manager shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. ATTORNEY warrants that he or she and the authorized time keepers are authorized by law and the Rules and Regulations of The Florida Bar to engage in the performance of the activities encompassed by this Agreement. If ATTORNEY is a member of a law Attorney, either as partner, shareholder, associate, or other relationship, ATTORNEY warrants that he or she is authorized to enter into this Agreement. 5 REVIEW OF BEFORE INITIATING OBLIGATIONS AND POTENTIAL... CONFLICTS ,,. OF INTEREST REPRESENTATION ATTORNEY has conducted a thorough investigation and determined that neither ATTORNEY nor his or her Attorney has any ethical impediment, real or potential, including but not limited to conflicts of interest, to representing COUNTY. To the extent that any ethical impediment, real or potential, is discovered or ever arises, ATTORNEY shall immediately inform COUNTY in writing of the impediment (regardless of whether ATTORNEY believes he or she has taken all steps necessary to avoid the impediment and regardless of whether ATTORNEY believes that the impediment is insubstantial or questionable), make full disclosure of the situation to COUNTY, obtain COUNTY'S express, written consent to continue the representation of the other client, and take all steps requested by COUNTY to avoid or mitigate the impediment. ATTORNEY understands that, if a direct or indirect conflict of interest arises which, in the opinion of the COUNTY, cannot be avoided or mitigated under the Rules of Professional Conduct of The Florida Bar, COUNTY may, in its discretion, (a) obtain reimbursement from ATTORNEY for all fees and expenses paid to ATTORNEY in this matter; (b) obtain cancellation of all amounts allegedly owed by COUNTY to ATTORNEY; and (c) obtain reimbursement for consequential expenses incurred by COUNTY, including the cost of replacement counsel. 6. PAYMENTS TO ATTORNEY ATTORNEY shall submit to COUNTY invoices with supporting documentation acceptable to the Clerk. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. 6.1 ATTORNEY Fee Monthly) ATTORNEY will be paid for his or her services based on the provision of services on behalf of COUNTY on a monthly basis due to the need for flexibility and adaptability in meeting with State and/or Federal officials and the diversity of situations in which lobbying services are provided. The agreed fee is $5,000.00 per month, not to exceed $60,000 for one year. The following minimum billing documentation and time -keeper requirements are a condition precedent to payment by the COUNTY. Payment will be made in accordance with the Florida Local Government Prompt Payment Act after County receives a proper invoice for the services provided in the preceding month. Page 3 of 15 Tew Cardenas LLP Lobbyist Contract 2/6/2009 KNT 6.2. Identification -Of Time -Keepers: Monthly invoices shall identify the approved time -keepers who provided services and a brief summary of the services provided. Approved Time Keepers: Name: Alberto Cardenas Elinette Ruiz 6.3. Discounts to other Clients The rates ATTORNEY will charge COUNTY represent the lowest rates charged by the same time -keepers to other clients. In the event that lower rates or discounts are provided to other clients, ATTORNEY and approved time -keepers will also provide them on the same basis to COUNTY. 6.4. Time kee ers As used in this Agreement, the term "time keeper" shall include ATTORNEY and other ATTORNEYS and individuals identified in paragraph 6.3 of this Agreement who will be providing services under this Agreement and who will bill the COUNTY for their services in accordance with this Agreement. 6.5. Time -keeper changes Time -keepers approved by the COUNTY are listed in paragraph 6.2 of this Agreement, and may be amended from time to time, upon mutual agreement of the COUNTY and the ATTORNEY, to evidence the then -current circumstances. Additional time -keepers nmy not be added to the matter without advance written approval from COUNTY. In the event that additional time -keepers providing services which are to be billed to COUNTY are to be added to the st4 then their hourly rates shall be provided to COUNTY in advance, and, upon written approval by the COUNTY, their rates and billing practices shall comply with the requirements of this Agreement. COUNTY expects to receive discounts or other concessions so that any increases or changes in time -keepers will not result in unnecessary or unreasonable charges to COUNTY, e.g., for training, internal conferences, and management. 7. BILLING OF FEES AND EXPENSES ATTORNEY shall comply with the following requirements as to billing fees and expenses as a condition precedent to COUNTY'S obligation to pay each bill. 7.1. Monthly bills Unless otherwise agreed in a writing signed by the COUNTY, bills shall be issued monthly by ATTORNEY within fifteen (15) days after the close of each month. ATTORNEY understands that COUNTY requires prompt bills in part to facilitate effective management of the representation and fees. 7.2. Bill format ATTORNEY shall provide detailed, itemized bills which shall, at a minimum: 7.2.1 Description Provide a general description of the matter, for which services are being performed. For example, simply the word "research" is not acceptable, more detail about the type of research and what was determined by the research is necessary. Page 4 of 15 Tew Cardenas f .I,P Lobbyist Contract 2MOO9 IC W 7.2.2 Personnel Clearly identify each timekeeper performing services in conjunction with each entry. 7.3. Expense COUNTY will pay the actual, reasonable cost of the following expense items if incurred in accordance with the guidelines below and promptly itemized. in ATTORNEY'S monthly bill: Reimbursable expenses include the following: (a) Expenses of transportation and lodging submitted by ATTORNEY, in writing with documentation such as boarding passes and receipts, in connection with travel authorized by the COUNTY, but only to the extent authorized by State statute and County Ordinance. (b) Long distance charges and overnight delivery related to the project shall be reimbursed at cost. 7.3.1. Travel Ex enses Travel expenses within the ATTORNEY'S local area., defined as a radius of 50 miles from the timekeeper's office, will not be reimbursed. Travel expenses outside the local area may only be reimbursed if the travel was approved in advance by COUNTY. Reimbursable travel expenses, if approved in advance, are the cost of transportation by the least expensive practicable means (e.g., coach class air travel), the cost of reasonable hotel accommodations, and the cost of transportation while out of town (e.g., by cab or rental car, whichever seems reasonable, at the lowest available rate). Travel expenses will be reimbursed in accordance with the applicable provisions of Florida Statute 112.321 for "approved travelers" and of the Monroe County Code Article XXVI and shall be summarized on the Monroe County Travel Form by ATTORNEY with all applicable receipts attached thereto. 7.3.2. Long distance char es and overnight delivM fees Long distance charges and overnight delivery fees shall be reimbursed at cost. 7.3.3. Advance -approval of ex enses In addition to the items noted above, ATTORNEY shall obtain advance approval from COUNTY before incurring any expense in excess of $1,000.00 if ATTORNEY expects to be reimbursed for that expense. COUNTY may refuse to pay any expense for which advance approval was not obtained by ATTORNEY. 7.3.4. Copies of receipts for ex enses ATTORNEY shall include copies of receipts for all expenses with the itemized monthly bill_ COUNTY may refuse to pay any expense item for which documentation is not provided by ATTORNEY. 7.3.5. Ex enses and fees after termination Upon termination of the representation, ATTORNEY shall promptly bill COUNTY for any remaining reimbursable expenses and fees. COUNTY may refuse to pay any fees or expenses not billed within 45 days of termination of the representation. ATTORNEY is also expected to cooperate promptly with all aspects of termination and, if applicable, transition to other counsel. Payment for fees and expenses is contingent upon prompt, full cooperation. Page 5 of 15 Tew Cardenas LLP Lobbyist Contract 21U2009 KMP 7.4. Bill and expense documentation ATTORNEY must maintain supporting documentation for invoices until at least one year after the termination of the representation. This documentation shall be made available by ATTORNEY to COUNTY (or COUNTY'S designated representative, including an accountant, the County Clerk or County Cleric's representative, or legal bill auditor) upon COUNTY'S written request. ATTORNEY agrees to cooperate with any examination of this documentation and ATTORNEY'S fees and expenses, e.g., by responding promptly and completely to any questions COUNTY or its designated representative may have. ATTORNEY shall notify COUNTY in writing at least 60 days in advance of destroying any such records and, in the event that COUNTY requests that they be preserved, shall preserve them at least one additional year or, at the option of the COUNTY, delivered to the COUNTY for storage by the COUNTY, with COUNTY responsible for paying the actual cost of storage. This documentation shall include, for example, original time records, expense receipts, and documentation supporting the amount charged by ATTORNEY for expense items generated by ATTORNEY or his or her Attorney. COUNTY reserves the right not to pay any fee or expense item for which sufficient documentation or expense item for which sufficient documentation is not available to determine whether the item was necessary and reasonable. 8. PAYMENT TERMS ATTORNEY'S request for payments and reimbursements may be made in either the ATTORNEY'S name or the name of the ATTORNEY'S law Attorney, as appropriate. ATTORNEY bills complying with this Agreement are due and payable according to the Prompt Payment Act. If the bill materially fails to comply with the requirements of this Agreement, then it is not due and payable until ATTORNEY remedies its deficiencies. 9. MATTER MANAGEMENT 9.1. Billing Matters. All billing by ATTORNEY, and additional timekeepers, will be reviewed by ATTORNEY and that ATTORNEY will serve as the point of contact for this matter, including billing questions. The COUNTY contact for this billing issues shall be: Suzanne Hutton, County Attorney 1111 12' Street, Suite 408 Key West, Florida 33040 (305) 292-3470 (305) 292-3516 (facsimile) 9.2. Legislative Matters. All communications between COUNTY and ATTORNEY regarding legislative matters shall be communicated to the County Administrator, or in his absence, to the County Attorney. The primary COUNTY contact for these purposes shall be: Roman Gastesi, County Administrator 1100 Simonton Street, Room 2-205 Key West, Florida 33040 (305) 292-4644 (305)394-1332 (cell) (305) 292-4544 (facsimile) Page 6 of 15 Tew Cardenas LLP Lobbyist Contract 2/6/2009 KW 9.3. ATTORNEY coo eration ATTORNEY will cooperate with COUNTY or COUNTY'S representatives to promptly provide all information COUNTY requests or needs about the subject matter of this Agreement and ATTORNEY'S bills and handling of the matter. 9.4. CODUNTY cooperation ATTORNEY should consult with COUNTY about all opportunities for COUNTY to save money or make use of COUNTY'S expertise to assist in, e.g., meetings with State officials and drafting of documents. COUNTY may also have personnel and facilities available to reduce the expenses related to the subject matter of this Agreement. 10. CONFIDENTIALITY AND PUBLIC RELATIONS ATTORNEY is not authorized to waive or release any privilege or other protection of information — confidential, secret, or otherwise — obtained from or on behalf of COUNTY. ATTORNEY is to keep all confidential, privileged, or secret information confidential. This requirement is perpetual, i.e., it will continue even after the termination of the relationship and this Agreement. 10.1 Prohibition against use of information This requirement is also intended to prohibit ATTORNEY from using information obtained from or on behalf of COUNTY, including work product prepared at COUNTY'S expense, for other client's of ATTORNEY or his or her Attorney, without COUNTY'S advance written approval. 10.2 No use of CouM for marketing u oses ATTORNEY is not authorized to identify COUNTY as a COUNTY, e.g., for purposes of marketing or advertising, without COUNTY'S prior approval. 11. OWNERSHIP OF ATTORNEY FILES AND WORK PRODUCT ATTORNEY understands that all files and work product prepared by ATTORNEY or his or her Attorney at the expense of COUNTY (or for which COUNTY is otherwise billed) is the property of COUNTY. Without COUNTY'S prior written approval, this work product may not be used by ATTORNEY or his or her Attorney nor disclosed by ATTORNEY or his or her Attorney to others, except in the normal course of ATTORNEY'S representation of COUNTY in this matter. ATTORNEY agrees that COUNTY owns all rights, including copyrights, to materials prepared by COUNTY or by ATTORNEY on behalf of COUNTY. ATTORNEY shall notify COUNTY in writing at least 60 days in advance of destroying any such records and, in the event that COUNTY requests that they be preserved, shall preserve them at least one additional year (with COUNTY responsible for paying the actual cost of storage). ATTORNEY shall provide COUNTY with prompt access to (including the ability to make copies oo all ATTORNEY files and work product, regardless of whether the representation or matter is ongoing and whether ATTORNEY fees and expenses have been paid in full. 12. DISPUTE RESOLUTION ATTORNEY and COUNTY agree that if a dispute arises between them that neither shall be required to enter into any arbitration proceedings related to this Agreement 12.1. Disputes regarding Attorney fees or Menses ATTORNEY and COUNTY agree that all disputes regarding ATTORNEY'S fees or expenses are to be resolved pursuant to the procedures and practices for mediation by the Attorney Consumer Assistance Program of the Florida Bar. Page 7 of 15 Tew Cardenas L LP Lobbyist Contract 2/6/2009 KW 12.2. Disputes re ardinZ inte retation COUNTY and ATTORNEY agree that all disputes and disagreements between them regarding interpretation of the Agreement shall be attempted to be resolved by a meet and confer session between representatives of COUNTY and ATTORNEY. If the issue or issues are still not resolved to the satisfaction of both within thirty (30) days after the meet and confer session, then either shall have the right to terminate the Agreement upon ten (10) business days notice in writing to the other party. 12.3 Legal or Administrative procedures In the event any administrative or legal proceeding is instituted against either the COUNTY or ATTORNEY relating to the formation, execution, performance, or breach of this Agreement, the COUNTY and ATTORNEY each agree to participate, to the extent required by the other, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement; institution of any administrative or legal proceeding shall constitute immediate termination of this Agreement. ATTORNEY agrees to forward copies of all documents in his or her possession related to the matter, which is the subject of this Agreement to COUNTY at the time of filing any administrative or legal proceeding. 12.4 ATTORNEY'S Fees and Costs In the event any administrative proceeding or cause of action is initiated or defended by the COUNTY or ATTORNEY relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to an award of reasonable ATTORNEY'S fees, and court costs, as an award against the non -prevailing party, and shall include reasonable ATTORNEY'S fees, and court costs in appellate proceedings. 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. 13. NOTICE REQUIREMENT Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: FOR COUNTY Roman Gastesi Suzanne A. Hutton County Administrator and County Attorney 1100 Simonton Street I I 1 l 12a' Street, Suite 408 Key West, FL. 33040 Key West, FL 33040 FOR ATTORNEY Elinette Ruiz Four Seasons Tower, 15"' Floor 1441 Brickell Avenue Miami, FL 33131-3407 Phone 305-536-1112 Fax 305-536-1116 Page 8 of 15 Tew Cardenas LLP Lobbyist Contract 2/6/2009 Kivu' 14. GOVERNING LAW AND VENUE 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. Venue for any legal action which may arise out of or under this agreement shall be in Monroe County, Florida. 15. ENTIRE AGREEMENT The entire agreement between the COUNTY and ATTORNEY with respect to the subject matter hereof is contained in this Agreement. This Agreement supersedes all prior oral and written proposals and communications between the COUNTY and ATTORNEY related to this Agreement. No provision of this Agreement shall be deemed waived, amended or modified by either party unless such waiver, amendment or modification is in writing and signed by the party against whom the waiver, amendment or modification is claimed. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their permitted successors and assigns. 16. FLORIDA GOVERNMENT -IN -THE -SUNSHINE LAW ATTORNEY agrees that, unless specifically exempted or excepted by Florida law, the provisions of Chapter 120, Florida Statutes, generally require full and public discussion of matters to be voted upon by the Board of County Commissioners. ATTORNEY agrees to consult with the COUNTY ATTORNEYS office concerning the application of the Sunshine Law from time to time concerning specific circumstances that may arise during the term of this Agreement. 17. FLORIDA PUBLIC RECORDS LAW ATTORNEY agrees that, unless specifically exempted or excepted by Florida law or Rules and Regulations of The Florida Bar, the provisions of Chapter 119, Florida Statutes, generally require public access to all records and documents which may be made or received under this Agreement. ATTORNEY agrees to consult with the County Attorney's office concerning the application of the Public Records Law from time to time concerning specific circumstances that may arise during the term of this Agreement. 18. NO ASSIGNMENTS ATTORNEY 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. 19, TERMINATION Either of the parties hereto may terminate this contract without cause by giving the other party thirty (30) business days written notice of its intention to do so. 19.1 Documents forwarded to COUNTY ATTORNEY agrees to forward to COUNTY along with Notice of Termination or upon receipt of Notice of Termination, depending upon which party terminates the Agreement, copies of all documents in his or her possession of any nature whatsoever related to the ATTORNEY'S representation of COUNTY or obtained due to ATTORNEY' S representation of COUNTY. Page 9 of 15 Tew Cardenas LLP Lobbyist Contract 2/6/2009 KW 19.2 Restriction on Communications ATTORNEY agrees not to communicate with the public, including the press, about COUNTY or about this matter. 20. SEVERABILITY If a term, covenant, condition or provision of this Agreement 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 provision of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and ATTORNEY 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. 21. CAPTIONS The captions set forth herein are for convenience of reference only and shall not define, modify, or limit any of the terms hereof. 22. LEGAL OBLIGATIONS- AND RESPONSIBILITIES• NON -DELEGATION OF CONSTITUTIONAL OR STA ORY DUTIES This Agreement is not intended to relieve, nor shall it be construed as relieving, either the COUNTY or ATTORNEY from any obligation or responsibility imposed upon each by law except to the extent of actual and timely performance thereof by the other, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further this Agreement is not intended to authorize, 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 statutes, case law, and, specifically, the provisions of Chapter 125, Florida Statutes. 23. RECORDS ATTORNEY shall maintain all books, records, and documents directly pertinent to performance under this Agreement, including the documents referred to in this Agreement, in accordance with generally accepted accounting principles, consistently applied. Upon ten (10) business days written notice to the other, representatives of either the COUNTY or ATTORNEY shall have access, at all reasonable times, to all the other party's books, records, correspondence, instructions, receipts, vouchers and memoranda (excluding computer software) pertaining to work under this Agreement for the purpose of conducting a complete independent fiscal audit. ATTORNEY shall retain all records required to be kept under this Agreement for a minimum of five years, and for at least four years after the termination of this agreement. ATTORNEY shall keep such records as are necessary to document the performance of the agreement and expenses as incurred, and give access to these records at the request of the COUNTY, the State of Florida or authorized agents and representatives of said government bodies. It is the responsibility of ATTORNEY to maintain appropriate records to insure a proper accounting of all collections and remittances. ATTORNEY shall be responsible for repayment of any and all audit exceptions which are identified by the Auditor General for the State of Florida, the Clerk of Court for Monroe County, the Board of County Commissioners for Monroe County, or their agents and representatives. Page 10 of 15 Tew Cardenas LL.P Lobbyist Con"a 2/6/2009 KW 24. PUBLIC ACCESS The COUNTY and. ATTORNEY shall allow and permit reasonable access to and inspection of, all documents, papers, letters, or other materials subject to the Florida Public Records Law, as provided in Chapter 119, Florida Statutes, and made or received by the them, unless specifically exempted by State Statute, Rules and Regulations of The Florida Bar, or case law. COUNTY shall have the right to cancel this agreement upon violation of this provision by ATTORNEY. 25. MONROE C UNTY CODE ETHICS PROVISION ATTORNEY warrants that he or she has not employed, retained or otherwise had act on his behalf any former COUNTY officer or employee in violation of Section 2 of Ordinance No. 10- 1990 or any COUNTY officer or employee in violation of Section 3 of Ordinance No. 10 1990. For breach or violation of this provision the COUNTY may, at its discretion, terminate this Agreement without liability and may also, at its discretion, deduct from the sums owed under the Agreement, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former or present COUNTY officer or employee. COUNTY employees and officers are required to comply with the standards of conduct 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, and misuse of public position, conflicting employment or contractual relationship, and disclosure of certain information. 26. PUBLIC ENTITY CRIME STATEMENT Florida law provides that 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 an agreement to provide any goods or services to a public entity, may not submit a bid on a agreement 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, sub contractor, or consultant under a agreement with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287,017, for CATEGORY TWO for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. ATTORNEY warrants the neither ATTORNEY nor any authorized time keeper has been named to the convicted vendor list. 27. ANTI -KICKBACK ATTORNEY warrants that no person has been employed or retained to solicit or secure this Agreement upon any contract or understanding for a commission, percentage, brokerage or contingent fee, and that no employee or officer of the COUNTY has any interest, financially or otherwise, in this Agreement, except as expressly stated herein. For breach or violation of this warranty, the COUNTY shall have the right to annul this agreement without liability or, in its discretion, to deduct any sums to be paid by COUNTY under this Agreement, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 28. MODIFICATIONS AND AMENDMENTS This Agreement may not be modified in any way without the express, written consent of both parties. Any and all modifications and Amendments of the terms of this Agreement shall be in writing and executed by the Board of County Commissioners for Monroe County and by ATTORNEY in the same manner as this Agreement. Page 1 ! of 15 Tew Cardmas LLP Lobbyist Contract 2/6/2009 ICNA P 29. INDEPENDENT CONTRACTOR At all times and for all purposes hereunder, ATTORNEY is an independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this Agreement shall be construed so as to find ATTORNEY or any of the authorized time keepers, to be the employees of the Board of County Commissioners of Monroe County, and they shall be entitled to none of the rights, privileges or benefits of employees of Monroe County. 30. COMPLIANCE WITH LAW In carrying out ATTORNEY'S obligations under this agreement, ATTORNEY 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 shalt entitle COUNTY to terminate this Agreement immediately upon delivery of written notice of termination to ATTORNEY. 31. LICENSING ATTORNEY warrants that ATTORNEY and additional timekeepers do presently have, shall have prior to commencement of work under this Agreement, and at all times during said work, all required licenses and permits whether federal, state, County or City. 32. NON-DISCRIMINATT N ATTORNEY agrees that he or she will not discriminate 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. ATTORNEY 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 VII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability, 10) Monroe County Code Chapter 13, Article VI, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. Page 12 of 15 Tew cm -dams LLP hobbyist Contract 2/6/2009 KW 33. 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 COUNTY and ATTORNEY agree that neither the COUNTY nor ATTORNEY or any officer, agent, or employee of each 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 under this Agreement. 34. ATTESTATIONS ATTORNEY agrees to execute such documents as the COUNTY may reasonable require, including a Drug -Free Workplace Statement, and a Public Entity Crime Statement. 35. COUNTY AUTHORITY This Agreement has been duly noticed at a legally held public meeting conducted in Monroe County, Florida. COUNTY'S performance and obligation to pay under this contract, is contingent upon annual appropriation by the Board of County Commissioners. 36. HOLD HARMLESS AND INSURANCE Prior to the commencement of work governed by this contract, the ATTORNEY 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. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. Page 13 of 15 Tew Cardenas LLP Lobbyist Contract 216l2 W KMP Vehicle Liability Insurance requirements Recognizing that the work governed by this contract requires the use of vehicles, the ATTORNEY, 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 The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. Workers' Com ensation Insurance Re uirements Prior to commencement of work governed by this contract, the ATTORNEY shall obtain Workers' Compensation Insurance with limits sufficient to respond to the applicable state statutes. In addition, the ATTORNEY 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 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. Professional Liability Re uirements Recognizing that the work governed by this contract involves the furnishing of advise or services of a professional nature, the Attorney 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. Page 14 of 15 Tew Cardenas LLP Lobbyist Contract 2/612009 KMP The minimum limits of liability shall be: $250,000 per occurrencel$500,000 Aggregate Prior to execution of this agreement, FIRM shall furnish COUNTY Certificates of Insurance indicating the minimum professional liability coverage for FIRM and additional time -keepers in the amount of $250,000 per Occurrence/$500,000 Aggregate. FIRM 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. 3'7, NO PERSONAL LIABILITY No covenant or obligation contained in this Agreement shall be deemed to be a covenant or obligation of any member, officer, agent or employee of the Board of County Commissioners of Monroe County in his or her individual capacity and no member, officer, agent or employee of the Board of County Commissioners 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. 38. 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 the COUNTY and ATTORNEY may execute this Agreement by signing any such counterpart. TNESS WHEREOF, the parties hereto have executed this Agreement on the day ritten above. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY FLORIDA L. KOLHAGE, CLERK s B3'� y Mayor eputy Clerk Witness ATTORNEY: S' nature Print Name _ -� Address DATE: 1 0 I MONROE PROVE - _vw 1 I SVh� ^; .N � ATTORNEY: r-- rn r 1 r tit Signature Ad Cw-,564ffs Print Name DATE: 3 � 0 L Page 15 of 15 Tew Cardenas LLP Lobbyist Contract 2/6/2009 KW 011