07/20/2005 Agreement
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT, made and entered into this 20th day of July, 2005,
by and between The Monroe Country Board of County Commissioners,
(hereafter referred to as the County) and The Pfeiffer Companu, a Florida
corporation doing business as TPC Governmental Consulting, whose Federal
Identification Number is 2... 7 0 11 2.. 0 J 8' (hereinafter called "Lobbyist").
WHEREAS, it has been determined in the best interest of the County to
obtain lobbying services to enhance the County's representation in Tallahassee;
now therefore
IN CONSIDERATION OF the mutual promises and covenants of this
Agreement, the Parties agree as follows:
1. TERM OF AGREEMENT
This Agreement shall begin on the date first above written, and shall end
on July 19, 2006, subject to early termination as specified below. The County
shall have an option to extend this agreement for two additional one-year terms
upon the same terms and conditions, upon giving at least thirty days notice to the
Lobbyist of its intention to exercise the option.
2. SCOPE OF SERVICES
The scope of services will include meeting with government officials and
advocating the County's position in all aspects of County governance which is
affected by State action, in both the legislative and executive branches of State
government, , and participation in and facilitation of meetings between County
officials and State officials on the subject of the Florida Keys. The scope will also
include occasional meetings in the Florida Keys with County officials and staff to
educate and/or strategize. Services shall only be provided as directed by the
County Commission and communicated by the County Administrator or his
designee, which communication may be in writing or orally transmitted. Lobbyist
shall keep abreast of legislative and executive activities at the State level and
keep County informed via communications to the County Administrator. Lobbyist
may, from time to time, transmit to appropriate County officials such articles,
analyses, and governmental announcements as Lobbyist deems relevant to the
operations of County government.
3. THE CONTRACT SUM
The County shall pay to the Lobbyist, pursuant to the Florida Prompt
Payment Act, upon receiving a proper invoice from the lobbyist for the faithful
performance of said service on an arrears basis. Invoicing shall be submitted in
twelve monthly installments. Documentation in support of said invoice shall
describe the services rendered during the month covered by the invoice. The
total Contract price shall not exceed $60,000.00, and is subject to annual
appropriation by the County Commission. The cost of any travel authorized by
the County Administrator or his designee shall be reimbursed pursuant to rules
and regulations governing travel reimbursement and shall be in addition to the
Contract price.
4. ASSIGNMENT/SUBCONTRACT
The Lobbyist shall not assign or subcontract it obligations under this
agreement, except in writing and with the prior written approval of the Board of
County Commissioners for Monroe County and Lobbyist, 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
subcontrad 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 obligation upon
the board in addition to the total agreed-upon price of the services/goods of the
Lobbyist.
5. HOLD HARMLESS
The Lobbyist covenants and agrees to indemnify and hold harmless
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 the 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 first ten dollars ($10.00) of remuneration paid to the Lobbyist is for the
indemnification provided for above.
The extent of liability is in no way limited to, reduced, or lessened by the
insurance requirements contained elsewhere within this agreement.
6. INDEPENDENT CONTRACTOR
At all times and for all purposes under this agreement the Lobbyist is an
independent contractor and not an employee 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 hislher employees,
contractors, servants, or agents to be employees of the Board of County
Commissioners for Monroe County.
7. ASSURANCE AGAINST DISCRIMINATION
County and Lobbyist agree that there will be no discrimination against any
person, and it is expressJy 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. County or Lobbyist agree to comply with all
FederaJ 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 disaimination 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 Disaimination 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
91~16), as amended, relating to nondiscrimination on the basis of aJcohol abuse
or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42
USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol
and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42
use s. et seq.), as amended, relating to nondisaimination in the saJe, 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 Ch. 13, Art. VI, prohibiting
discrimination on the bases of race, coJor, sex, religion, disability, national origin,
ancestry, sexual orientation, gender identity or expression, familial status or age;
and 11) any other nondiscrimination provisions in any Federal or state statutes
which may apply to the parties to, or the subject matter of, this Agreement.
8. COMPLIANCE WITH LAW
In providing all services/goods pursuant to this agreement, the Lobbyist
shall abide by all statutes, ordinances, rules and regulations pertaining to, or
regulating the provisions of such services, including those now in effect and
hereinafter adopted. Any vioJation of said statutes, ordinances, ruJes and
regulations shall constitute a material breach of this agreement and shall entitle
the Board to terminate this contract immediately upon delivery of written note of
termination to the Lobbyist. The Lobbyist shall possess proper licenses to
perform work in accordance with these speciftcations throughout the term of this
contract.
9. INSURANCE
Lobbyist shall provide documentation of insurance coverage required for
those individuals or firms that perform work for or on behalf of the County, as
specified in the Monroe County Risk Management Policy and Procedures Manual
as follows:
A) General Liabmty Insurance. Coverage shaU be maintained
throughout the life of the contract and include, as a minimum:
. Premises Operations
. Products and Completed Operations
. Blanket Contractual Liability
. Personal 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.
B) Recognizing that the work governed by this contract requires the
use of vehicles, the Lobbyist, 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.
C) Prior to the commencement of work governed by this contract, the
Lobbyist shall obtain Workers' Compensation Insurance with limits sufficient to
respond to Florida Statute 440.
In addition, the Lobbyist shall obtain Employers' Liability Insurance with
limits of not less than:
$100,000 BOOiJy 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.
If the Lobbyist has been approved by the Florida's Department of Labor,
as an authorized self-insurer, the County shall recognize and honor the
Lobbyist's status. The Lobbyist may be required to submit a Letter of
Authorization issued by the Department of Labor and a Certificate of Insurance,
providing details on the Lobbyist's Excess Insurance Program.
If the lobbyist participates in a self-insurance fund, a Certificate of
Insurance will be required. In addition, the Lobbyist may be required to submit
updated financial statements from the fund upon request from the County.
10. FUNDING AVAILABILITY
In the event that funds are partially reduced or cannot be obtained or
cannot be continued at a level sufficient to allow for the provision of the
services/goods specified herein, this agreement may then be terminated
immediately at the option of the Board of County Commissioners by written
notice of termination delivered in person or by mail to the Lobbyist. The Board
shall not be obligated to pay for any services provided by the Lobbyist after the
Lobbyist has received written notice of termination.
11. PROFESSIONAL RESPONSIBILITY
The Lobbyist warrants that it is authorized by law to engage in the
performance of the activities encompassed by the project herein desaibed,
subject to the terms and conditions set forth in these contract documents. The
Lobbyist shall at all times exercise independent, professional judgment and shall
assume professional responsibility for the services to be provided.
12. 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 be certified
mail, returned receipt requested, to the following:
FOR COUNTY:
Thomas Willi
1100 Simonton Street
Key West, FI. 33040
FOR LOBBYIST
William R. Pfeiffer, Esq.
PO Box 10528
Tallahassee, FI. 32302
13. EARLY TERMINATION
A) In the event that the Lobbyist shall be found to be negligent in any
aspect of completion of the Scope of Work, 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 days written notice of its intention to do so.
14. GOVERNING LAWSNENUE
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 the Agreement, the County and
Lobbyist agree that venue wjJJ lie in the appropriate court or before the
appropriate administrative body in Monroe County, Florida.
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
them the issue shall be submitted to mediation prior to the institution of any other
administrative or legal proceeding.
15. RECORDKEEPING
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 their 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 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 See. 55.03, FS, running from
the date the monies were paid to Lobbyist.
16. $EVERABILlTY
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.
17. ATTQRNEY'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, court costs, investigative, and out-of-
pocket expenses, as an award against the non-prevailing party, and shall include
attorney's fees, courts costs, investigative, and out-of-pocket expenses in
appellate proceedings. Mediation proceedings initiated and conducted pursuant
to this Agreement shall be in accordance with the Florida Rules of Civil
Procedure and usual and customary procedures required by the circuit court of
Monroe County.
18. 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.
19. 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.
20. CLAlptI~ 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.
21. 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 no resolution can be agreed upon within 30 days after
the first meet and confer session, the issue or issues shall be discussed at a
public meeting of the Board of County Commissioners. If the issue or issues are
still not resolved to the satisfaction of the parties, then any party shall have the
right to seek such relief or remedy as may be provided by this Agreement or by
Florida law.
22. 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, to the extent required by
the other party, in aU proceedings, hearings, processes, meetings, and other
activities related to the substance of this Agreement or provision of the services
under this Agreement. County and Lobbyist specifically agree that no party to
this Agreement shall be required to enter into any arbitration proceedings related
to this Agreement.
23. COVENANT OF NO INTEREST
County and Lobbyist covenant that neither presently has any interest, and
shaU not acquire any interest, which would conflict in any manner or degree with
its performance under this Agreement, and that only interest of each is to perform
and receive benefits as recited in this Agreement.
24. CODE OF ETHICS
County agrees that officers and employees of the County recognize and
will be required to comply with the standards of conduct for public officers and
employees as delineated n 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.
25. NO SOUCITATIONlPAYMENT
The County and Lobbyist 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.
26. PUBUC ACCESS
The County and Lobbyist 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 County and Lobbyist in conjunction with this Agreement;
and the County shall have the right to unilaterally cancel this Agreement upon
violation of this provision by Lobbyist.
27. NQN-WAlVER OF IMMUNITY
Notwithstanding the provisions of Sec. 286.28, Florida Statutes, the
participation of the County and the Lobbyist 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.
28. PRIVILEGES AND IMMUNITIES
All of the privileges and immunities from liability, exemptions from laws,
ordinances, and ruJes and pensions and relief, disabiHty, workers' compensation,
and other benefits which apply to the activity of officers, agents or employees of
any public agents or employees of the County, when performing their respective
functions under this Agreement within the territorial limits of the County shall
apply to the same degree and extent to the performance of such functions and
duties of such officers, agents, volunteers, or employees outside the territorial
limits of the County.
29. LEGAL OBUGATIQNS AND RESPONSI~IUTIES.
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 and
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.
30. NON-REUANCE 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 the Lobbyist agree that neither the County nor the Lobbyist 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.
31. ATTESTATIONS
Lobbyist agrees to execute such documents as the County may
reasonabJy require, to include a PubJic Entity Crime Statement, An Ethics
Statement, and a Drug-Free Workplace Statement.
32. 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.
33. EXECUTION ON COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of
which shaJJ be regarded as an original, aU of which taken together shaJJ constitute
one and the same instrument and any of the parties hereto may execute this
Agreement by signing any such counterpart.
34. ~ECnON 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.
IN WITNESS WHEREOF the parties hereto have executed this
Agreement on the day and date first written above in four (4) counterparts, each
of which shall, without proof or accounting for the other count~rs1 be deemed
an original contract. I ';)A J:i!xj(
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