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#13-6129S (Gray Robinson, P.A.) SERVICE PROVIDER AGREEMENT Contract 13-6129S Professional State Lobbyist Services This SERVICE PROVIDER AGREEMENT-is made and entered into this , 4.5ay of_ 2014, between the Board of County Commissioners of COLLIER COUNTY, a political subdivision of the STATE OF FLORID hereinafter referred to as the "COUNTY" and GrayRobinson, P.A., whose address is: 8889 Pelican Bay Boulevard, Suite 400, Naples, FL 34108, hereinafter referred to as the"PROVIDER." WITNESSETH WHEREAS,the COUNTY desires to obtain the Lobbyist services of said PROVIDER as further described herein;and, WHEREAS,the PROVIDER hereby certifies that it has been granted and possesses valid, current licenses to do business in the State of Florida and in Collier County, Florida, issued by the respective State Board and Government Agencies responsible for regulating and licensing the services to be provided and performed by the PROVIDER pursuant to this Agreement;and, WHEREAS, the PROVIDER has reviewed the services required pursuant to RFP 13-6129S and this Agreement and is qualified, willing and able to provide and perform all such services in accordance with the provisions,conditions and terms hereinafter set forth. NOW, THEREFORE, in consideration of the foregoing, and the terms and provisions as contained herein, the parties agree that a Contract shall exist between them consisting of the following: ARTICLE 1.0-SCOPE OF SERVICES PROVIDER hereby agrees to provide and perform the Services required as set forth in RFP 13-61295 and EXHIBIT "A," entitled "SCOPE OF SERVICES,"which are incorporated herein and made a part of this Agreement. ARTICLE 2.0-DEFINITIONS 2.1 COUNTY shall mean the Board of County Commissioners of Collier County,a political subdivision of the State of Florida,and all officials and employees. 2.2 PROVIDER shall mean the individual, firm or entity offering services which, by execution of this Agreement, shall be legally obligated, responsible, and liable for providing and performing any and all of the services, work and materials, including services and/or the work of sub-contractors,required under the covenants,terms and provisions contained in this Agreement. 1 2.3 SERVICES shall mean all services, work, materials, and all related professional, technical and administrative activities that are necessary to perform and complete the services required pursuant to the terms and provisions of this Agreement. 2.4 ADDITIONAL SERVICES shall mean any additional services that the COUNTY may request and authorize, in writing,which are not included in the Scope of Services as set forth in Article 1.0 above. 2.5 CHANGE ORDER or AMENDMENT shall mean a written document executed by both parties to this Agreement setting forth such changes to the Scope of Services or Terms and Conditions as may be requested and authorized in writing by the COUNTY in accordance with Purchasing Ordinance and Procedures in effect at the time of the change. ARTICLE 3.0-OBLIGATIONS OF THE PROVIDER The obligations of the PROVIDER with respect to all the Basic Services and Additional Services authorized pursuant to this Agreement shall include,but not be limited to the following: 3.1 LICENSES. The PROVIDER agrees to obtain and maintain throughout the terms of this Contract all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, licenses required by the respective State Boards and other governmental agencies responsible for regulating and licensing the services provided and performed by the PROVIDER. 3.2 QUALIFIED PERSONNEL. The PROVIDER agrees that when the services to be provided and performed relate to a professional service(s) which, under Florida Statutes, requires a license, certificate of authorization, or other form of legal entitlement to practice such services, to employ and/or retain only qualified personnel to be in charge of all Basic Services and Additional Services to be provided pursuant to this Agreement. 3.3 STANDARDS OF PROFESSIONAL SERVICE. The PROVIDER agrees to provide and perform all services pursuant to this Agreement in accordance with generally accepted standards of professional practice and, in accordance with the laws, statutes, ordinances, codes, rules,regulations and requirements of governmental agencies which regulate or have jurisdiction over the services to be provided and/or performed by the PROVIDER. 3.4 CORRECTION OF ERRORS,OMISSIONS OR OTHER DEFICIENCIES (1)Responsibility to Correct. The PROVIDER agrees to be responsible for the professional quality,technical adequacy and accuracy, timely completion, and the coordination of all data, studies, reports, memoranda, other documents and other services, work and materials performed, provided, and/or furnished by PROVIDER. The PROVIDER shall, without additional compensation, correct or revise any errors, omissions or other deficiencies in such data, studies and other services, work and materials resulting from the negligent act,errors or omissions or intentional misconduct of PROVIDER. 2 c,� (2)County's Approval Shall Not Relieve Provider of Responsibility. Neither review, approval,nor acceptance by COUNTY of data, studies,reports,memoranda,and incidental professional services,work and materials furnished hereunder by the PROVIDER,shall in any way relieve PROVIDER of responsibility for the adequacy, completeness and accuracy of its services, work and materials. Neither the COUNTY'S review, approval or acceptance of, nor payment for, any part of the PROVIDER'S services, work and materials shall be construed to operate as a waiver of any of the COUNTY'S rights under this Agreement, or any cause of action it may have arising out of the performance of this Agreement. 3.5 LIABILITY - PROVIDER TO HOLD COUNTY HARMLESS. The PROVIDER shall be liable and agrees to be liable for, and shall indemnify, defend and hold the COUNTY harmless for any and all claims, suits,judgments or damages, losses and expenses including court costs, expert witness and professional consultation services, and attorneys' fees arising out of the PROVIDER'S errors, omissions, and/or negligence. The PROVIDER shall not be liable to, nor be required to indemnify the COUNTY for any portions of damages arising out of any error,omission,and/or negligence of the COUNTY, its employees,agents,or representatives. 3.6 NOT TO DIVULGE CERTAIN INFORMATION. PROVIDER agrees, during the term of this Agreement,not to divulge, furnish or make available to any third person, firm, or organization, without the COUNTY'S prior written consent, or unless incident to the proper performance of PROVIDER'S obligations hereunder. or as provided for or required by law, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed; any non-public information concerning the services to be rendered by PROVIDER, and PROVIDER shall require all of its employees and sub-contractor(s)to comply with the provisions of this paragraph. 3.7 RESPONSIBILITY FOR ESTIMATES. In the event the services required pursuant to this Agreement include the PROVIDER preparing and submitting to the COUNTY any cost estimates, the PROVIDER, by exercise of his experience and judgment shall develop its best cost estimates and shall be held accountable,responsible and liable for the accuracy, completeness,and correctness of any and all such cost estimates to the extent provided hereafter. 3.8 ADDITIONAL SERVICES. Should the COUNTY request the PROVIDER to provide and perform professional services under this contract which are not set forth in EXHIBIT "A," the PROVIDER agrees to provide and perform such ADDITIONAL SERVICES as may be agreed to in writing by both parties to this Agreement. ADDITIONAL SERVICES shall be administered and executed as "CHANGE ORDERS" under the Agreement. The Provider shall not provide or perform,nor shall the COUNTY incur or accept any obligation to compensate the PROVIDER for any ADDITIONAL SERVICES,unless the parties shall execute a written CHANGE ORDER. Each such CHANGE ORDER shall set forth a description of(1)the Scope of the ADDITIONAL SERVICES requested; (2)the basis of compensation;and(3)the period of time and/or schedule for performing and completing the ADDITIONAL SERVICES. ARTICLE 4.0-COMPENSATION AND METHOD OF PAYMENT 4.1 BASIC SERVICES. The COUNTY shall pay the PROVIDER for all requested and authorized basic services rendered hereunder 3 9 by the PROVIDER and completed in accordance with the requirements, provisions, and/or terms of this Agreement as set forth in Exhibit "B" which is attached hereto and made a part of this Agreement. Total yearly compensation shall not exceed forty two thousand dollars($42,000.00)per year for the scope of work outlined in RFP 13-6129S,to be paid in twelve (12)monthly payments of three thousand five hundred dollars($3,500.00),without prior written approval from the County Manager or his designee. 4.2 ADDITIONAL SERVICES. The COUNTY shall pay the PROVIDER for all ADDITIONAL SERVICES as have been requested and authorized by the COUNTY and agreed to in writing by both parties to this Agreement, and according to the terms for compensation and payment of said ADDITIONAL SERVICES as set forth in Section 3.8. 4.3 METHOD OF PAYMENT (1) Monthly Statement. The PROVIDER shall be entitled to submit not more than one invoice statement to the COUNTY each calendar month covering services rendered and completed during the preceding calendar month. The PROVIDER'S invoice statement(s) shall be itemized to correspond, to the basis of compensation as set forth in the Agreement or CHANGE ORDER(S). The PROVIDER'S invoice statements shall contain a breakdown of charges, description of service(s) and work provided and/or performed, and, where appropriate, supportive documentation of charges consistent with the basis of compensation set forth in the Agreement or in CHANGE ORDER(S). (2)Payment Schedule. The COUNTY shall pay the PROVIDER for the performance of this Agreement upon completion of the work as accepted and approved by the County Manager or his designee pursuant to Exhibit"B,"hereto attached and incorporated herein by reference. Payment will be made upon receipt of a proper invoice and in compliance with Section 218.70 F.S. otherwise known as the"Local Government Prompt Payment Act." 4.4 PAYMENT WHEN SERVICES ARE TERMINATED AT THE CONVENIENCE OF THE COUNTY. In the event of termination of this Agreement at the convenience of the COUNTY, the COUNTY shall compensate the PROVIDER for: (1) all services performed prior to the effective date of termination; (2) any reimbursable expenses then due; and (3) reasonable expenses incurred by the PROVIDER in affecting the termination of services and work, and incurred by the submittal to the COUNTY of any documents. 4.5 PAYMENT WHEN SERVICES ARE SUSPENDED. In the event the COUNTY suspends the PROVIDER'S services or work on all or part of the services required by this Agreement,the COUNTY shall compensate the PROVIDER for all services performed prior to the effective date of suspension and reimbursable expenses then due and any reasonable expenses incurred or associated with,or as a result of such suspension. 4.6 NON-ENTITLEMENT TO ANTICIPATED FEES IN THE EVENT OF SERVICE TERMINATION, SUSPENSION, ELIMINATION,CANCELLATION AND/OR DECREASE IN SCOPE OF SERVICES. In the event the services required pursuant to this Agreement are terminated, eliminated, canceled, or decreased due to: (1) termination; (2) suspension in whole or in part; and (3) and/or are modified by the subsequent issuance of CHANGE ORDER(S), the PROVIDER shall not be entitled to receive compensation for anticipated professional fees, profit, general and administrative overhead expenses or for any other anticipated income or expense which may be associated with the services which are terminated, suspended,eliminated,cancelled or decreased. 4 S ARTICLE 5.0-TIME AND SCHEDULE OF PERFORMANCE 5.1 NOTICE TO PROCEED. Following the execution of this Agreement by both parties,and after the PROVIDER has complied with the insurance requirements set forth hereinafter, the COUNTY shall issue the PROVIDER a Purchase Order and a WRITTEN NOTICE TO PROCEED. Following the issuance of such Purchase Order and NOTICE TO PROCEED the PROVIDER shall be authorized to commence work and the PROVIDER thereafter shall commence work promptly and shall carry on all such services and work as may be required in a timely and diligent manner to completion. 5.2 TIME OF PERFORMANCE. The PROVIDER agrees to complete the Basic Services as listed per Exhibit"A." Provision of said services shall commence beginning March 1, 2014 and ending on September 30, 2014, with the option of three (3) additional one (1) year renewals. 5.2.1 Should the PROVIDER be obstructed or delayed in the prosecution or completion of its obligations under this Agreement as a result of causes beyond the control of the PROVIDER, or its sub-consultant(s) and/or sub-contractor(s), and not due to their fault or neglect, the PROVIDER shall notify the COUNTY, in writing, within five (5) calendar days after the commencement of such delay, stating the cause(s)thereof and requesting an extension of the PROVIDER'S time of performance. Upon receipt of the PROVIDER'S request for an extension of time, the COUNTY shall grant the extension if the COUNTY determines the delay(s)encountered by the PROVIDER, or its sub-consultant(s) and/or sub-contractor(s), is due to unforeseen causes and not attributable to their fault or neglect. 5.3 PROVIDER WORK SCHEDULE. The PROVIDER shall be required as a condition of this Agreement to prepare and submit to the COUNTY, on a monthly basis, commencing with the issuance of the NOTICE TO PROCEED, a PROVIDER'S WORK SCHEDULE. The WORK SCHEDULE shall set forth the time and manpower scheduled for all of the various tasks required to provide, perform and complete all of the services and work required for completion of the various services as set forth in EXHIBIT "A,"pursuant to this Agreement in such a manner that the PROVIDER'S planned and actual work progress can be readily determined. The PROVIDER'S WORK SCHEDULE of planned and actual work progress shall be updated and submitted by the PROVIDER to the COUNTY on a monthly basis. 5.4 FAILURE TO PERFORM IN A TIMELY MANNER Should the PROVIDER fail to commence, provide, perform, and/or complete any of the services and work required pursuant to this Agreement in a timely and diligent manner, the COUNTY may consider such failure as justifiable cause to terminate this Agreement. As an alternative to termination, the COUNTY at its option may, upon written notice to the PROVIDER, withhold any or all payments due and owing to the PROVIDER, not to exceed the amount of the compensation for the work in dispute, until such time as the PROVIDER resumes performance of his obligations in such a manner as to get back on schedule in accordance with the time and schedule of performance requirements as set forth in this Agreement. ARTICLE 6.0-SECURING AGREEMENT The PROVIDER warrants that the PROVIDER has not employed or retained any company or person other than a bona fide employee working solely for the PROVIDER to solicit or secure this Agreement and that the PROVIDER has not paid or agreed to pay any 5 0 person, company, corporation or firm other than a bona fide employee working solely for the PROVIDER any fee, commission, percentage,gift,or any other consideration contingent upon or resulting from the award or making of this Agreement. ARTICLE 7.0-ASSIGNMENT TRANSFER AND SUB-CONTRACTS The PROVIDER shall not assign or transfer any of its rights, benefits or obligations hereunder, except for transfers that result from: (1) the merger or consolidation of PROVIDER with a third party; or (2) the disestablishment of the PROVIDER'S professional practice and the establishment of the successor PROVIDER. Nor shall the PROVIDER sub-contract any of its service obligations hereunder to third parties without prior written approval of the COUNTY. The PROVIDER shall have the right, subject to the COUNTY'S prior written approval, to employ other persons and/or firms to serve as sub-contractors to PROVIDER in connection with the PROVIDER performing services and work pursuant to the requirements of this Agreement. ARTICLE 8.0-APPLICABLE LA W The laws, rules and regulations of the State of Florida, or the laws, rules and regulations of the United States, shall govern this Agreement when providing services funded by the United States government. ARTICLE 9.0-NON-DISCRIMINATION The PROVIDER for itself, its successors in interest, and assigns, as part of the consideration thereof, does hereby covenant and agree that in the furnishing of services to the COUNTY hereunder,no person on the grounds of race,color,national origin,handicap, or sex shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination. Should PROVIDER authorize another person with the COUNTY'S prior written consent, to provide services to the COUNTY hereunder, PROVIDER shall obtain from such person a written agreement pursuant to which such person shall, with respect to the services which he is authorized to provide,undertake for himself the obligations contained in this Section. ARTICLE 10.0-INSURANCE 10.1 INSURANCE COVERAGE TO BE OBTAINED (1)The PROVIDER shall obtain and maintain such insurance or self-insurance as will protect him from: (A)Claims under Workers' Compensation laws,Disability Benefit laws,or other similar employee benefit laws; (B) Claims for damages because of bodily injury, occupational sickness or disease or death of his employees including claims insured by usual personal injury liability coverage; (C) Claims for damages because of bodily injury, sickness or disease, or death of any person other than his employees including claims insured by usual personal injury liability coverage;and (D)From claims for injury to or destruction of tangible property including loss or use resulting there from,any or all of which claims may arise out of,or result from,the services,work and operations carried out pursuant to and under the requirements of this Agreement, whether such services, work and operations be by the PROVIDER, its 6 employees,or by any sub-consultant(s), sub-contractor(s),or anyone employed by or under the supervision of any of them,or for whose acts any of them may be legally liable. (2) The insurance protection set forth hereinabove shall be obtained for not less than the limits of liability specified hereinafter,or as required by law,whichever is greater. (3)The PROVIDER shall require, and shall be responsible for ensuring,throughout the time that this Agreement is in effect, that any and all of its sub-contractors obtains and maintains until the completion of that sub-contractor's work, such of the insurance coverage's described herein and as are required by law to be provided on behalf of their employees and others. (4)The PROVIDER shall obtain, have and maintain during the entire period of this Agreement all such insurance or a self- insurance program as set forth and required herein. 10.2 PROVIDER REQUIRED TO FILE INSURANCE CERTIFICATE(S) (1) The PROVIDER, within fourteen (14) calendar days from receipt of the COUNTY'S written Notice of Award, shall submit to the COUNTY all such insurance certificates or self-insurance program documentation as are required under this Agreement. Failure of the PROVIDER to submit such certificates and documents within the required time shall be considered cause for the COUNTY to find the PROVIDER in default and terminate the contract. Before the PROVIDER shall commence any service or work pursuant to the requirements of this Agreement,the PROVIDER shall obtain and maintain insurance coverage's of the types and to the limits specified hereinafter,and the PROVIDER shall file with the COUNTY certificates of all such insurance coverage's. (2) All such insurance certificates shall be in a form and underwritten by an insurance company(s) acceptable to the COUNTY and licensed in the State of Florida. (3)Each Certificate of Insurance or self-insurance program documentation shall be submitted to the COUNTY in triplicate. (4)Each Certificate of Insurance shall include the following: (A)The name and type of policy and coverage's provided, (B)The amount or limit applicable to each coverage provided; (C)The date of expiration of coverage. (D) The designation of the Collier County Board of County Commissioners both as an additional insured and as a certificate holder(This requirement is excepted for Professional Liability Insurance and for Workers'Compensation Insurance);and (E) Cancellation - Should any of the described policies be cancelled before the, expiration date thereof, the issuing 7 p4tir C,q company will endeavor to mail thirty(30)days written notice to the Certificate Holder named. (5) If the initial, or any subsequently issued Certificate of Insurance, expires prior to the completion of the work or termination of this Agreement, the PROVIDER shall furnish to the COUNTY renewal or replacement Certificate(s) of Insurance not later than thirty (30) calendar days prior to the date of their expiration. Failure of the PROVIDER to provide the COUNTY with such renewal certificate(s)shall be justification for the COUNTY to terminate this Agreement. ARTICLE 11.0-INSURANCE COVERAGES REOUIRED The PROVIDER shall obtain and maintain the following insurance coverage's: (1) WORKERS' COMPENSATION. Coverage to comply for all employees for Statutory Limits in compliance with the applicable State and Federal laws unless a proper State of Florida Certificate of Exemption is provided. In addition, the policy shall include the following: (A) Employer's Liability with a minimum limit per accident in accordance with statutory requirements, or a minimum limit of$100,000 for each accident,whichever limit is greater. (B)Notice of Cancellation and/or Restriction-The policy must be endorsed to provide the COUNTY with thirty(30) days prior written notice of cancellation and/or restriction. (2) COMMERCIAL GENERAL LIABILITY. Coverage must be afforded on a form no more restrictive than the latest edition of the Commercial General Liability Policy filed by the Insurance Services Office and shall include the following: (A)Minimum limits of$300,000 per occurrence and$2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. (B) Contractual coverage applicable to this specific Agreement including any hold harmless and/or such indemnification agreement. (3)BUSINESS AUTOMOBILE LIABILITY.Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability Policy filed by the Insurance Services Office and must include the following: (A) Minimum limits of$100,000 per person and $300,000 per accident for Bodily Injury Liability and a minimum limit of$100,000 for Property Damage Liability,or a minimum combined single limit of$1,000,000. (B)Coverage shall include owned vehicles,hired and non-owned vehicles,and employee non-ownership. ARTICLE 12.0-DUTIES AND OBLIGATIONS IMPOSED ON THE PROVIDER The duties and obligations imposed upon the PROVIDER by this Agreement and the rights and remedies available hereunder shall be 8 �' ` in addition to,and not a limitation of,any otherwise imposed or available by law or statute. ARTICLE 13.0-OWNERSHIP AND TRANSFER OF DOCUMENTS All documents such as payment records, notes, computer files, evaluations, reports and other records and data relating to the services specifically prepared or developed by the PROVIDER under this Agreement shall be the property of the PROVIDER until the PROVIDER has been paid for performing the services and work required to produce such documents. Upon completion or termination of this Agreement, all of the above documents to the extent requested by the COUNTY shall be delivered to the COUNTY or to any subsequent PROVIDER within thirty(30)calendar days. The PROVIDER, at its expense, may make and retain copies of all documents delivered to the COUNTY for reference and internal use. ARTICLE 14.0-MAINTENANCE OF RECORDS The PROVIDER will keep and maintain adequate records and supporting documentation applicable to all of the services, work, information, expense, costs, invoices and materials provided and performed pursuant to the requirements of this Agreement. Said records and documentation will be retained by the PROVIDER for a minimum of five (5) years from the date of termination of this Agreement,or for such period as required by law. The COUNTY and its authorized agents shall, with reasonable prior notice, have the right to audit, inspect and copy all such records and documentation as often as the COUNTY deems necessary during the period of this Agreement, and during the period as set forth in the paragraph above; provided, however, such activity shall be conducted only during nom1 al business hours of the PROVIDER and at the expense of the COUNTY. ARTICLE 15.0-HEADINGS The headings of the Articles, Sections, Exhibits, and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand,limit or change the provisions contained in such Articles, Section,Exhibits and Attachments. ARTICLE 16.0-ENTIRE AGREEMENT This Agreement, including the referenced Exhibits and Attachments, constitutes the entire Agreement between the parties and shall supersede all prior agreements or understandings,written or oral,relating to the matters set forth herein. 9 ARTICLE 17.0-NOTICES AND ADDRESS 17.1 NOTICES BY PROVIDER TO COUNTY All notices required and/or made pursuant to this agreement to be given to the PROVIDER to the COUNTY shall be in writing and shall be given by the United States Postal Service or faxed to the following COUNTY address of record: Collier County Manager's Office 3299 Tamiami Trail East,Suite 202 Naples,FL 34112 Attention: Mr.Leo Ochs Fax:239-252-4010 Tel: 239-252-8383 17.2 NOTICES BY AUTHORITY TO PROVIDER All notices required and/or made pursuant to this Agreement to be given by the COUNTY to the PROVIDER shall be made in writing and shall be given by the United States Postal Service or faxed to the following PROVIDER'S address of record: GrayRobinson,P.A. 8889 Pelican Bay Boulevard, Suite 400 Naples,FL 34108 Tel: 239-598-3601 Email: burt.saundersna,grgy-robinson.com 17.3 CHANGE OF ADDRESS. Either party may change its address and/or fax number by written notice to the other party given in accordance with the requirements of this Article. ARTICLE 18.0-TERMINATION This Agreement may be terminated by the COUNTY at its convenience, or due to the fault of the PROVIDER, by giving thirty (30) calendar days written notice to the PROVIDER The PROVIDER may request that this Agreement be terminated by submitting a written notice to the COUNTY dated not less than thirty (30) calendar days prior to the requested termination date and stating the reason(s) for such a request. However, the COUNTY reserves the right to accept, or not accept the termination request submitted by the PROVIDER, and no such termination request submitted by the PROVIDER shall become effective until PROVIDER is notified, in writing, by the COUNTY of its acceptance. If the PROVIDER is adjudged bankrupt or insolvent; if it makes a general assignment for the benefit of its creditors; if a trustee or receiver is appointed for the PROVIDER or for any of its property; or if it files a petition to take advantage of any debtor's act or to reorganize under the bankruptcy or similar laws; or if it disregards the authority of the COUNTY'S designated representatives;or if it otherwise violates any provisions of this Agreement; or for any other just cause, the COUNTY may, without prejudice to any other right or remedy,and after giving the PROVIDER written notice,terminate this Agreement. ARTICLE 19.0-MODIFICATIONS Modifications to the terms and provisions of this Agreement shall only be valid when issued in writing as a properly executed CHANGE ORDER or AMENDMENT. In the event of any conflicts between the requirements, provisions, and/ or terms of this Agreement and any written CHANGE ORDER or AMENDMENT,the CHANGE ORDER or AMENDMENT shall take precedence. PAC 10 ARTICLE 20.0-ACCEPTANCE Acceptance of this Agreement shall be indicated by the signature of the duly authorized representative of the parties in the space provided. ARTICLE 21.0—CONFLICT OF INTEREST As a condition of this AGREEMENT, PROVIDER shall provide a list of any businesses and/or organizations to whom the firm has any affiliation or obligations within the past five (5)years; whether paid or donated, which could be construed by the COUNTY as a conflict of interest. PROVIDER must also include the following information: 1.Provide full disclosure of information on any work performed for private interests within the past(2)years, which may be in conflict with the work to be performed for the COUNTY under this contract,especially work that is not yet completed. 2.Declaration of commitment not to pursue any private sector work within the limits of the COUNTY contract or directly affected by the COUNTY contract. PROVIDER represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. PROVIDER further represents that no persons having any such interest shall be employed to perform those services. By signing this AGREEMENT,a principal of the firm certifies that the firm will comply fully with the provisions of this section. ARTICLE 22.0—SUBJECT TO APPROPRIATION It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. ARTICLE 23.0-COMPONENT PARTS OF THIS CONTRACT This Contract consists of the attached component parts, all of which are as fully a part of the contract as if herein set out verbatim: RFP 13- 6129S,Provider's Proposal, Insurance Certificate(s), Exhibits A and B. P4E 11 0 IN WITNESS WHEREOF,the parties have executed this Agreement the day and year first written below. ATTEST,, 'J r P BOARD OF COUNTY COMMISSIONERS Dwight-T}rlirock Cletledi Courts FOR COLLIER COUNTY,FLORIDA,A -b " / .-, POLITICAL SUBD ISION OF THE STATE BY: Ilkf"xt Lich ‘ OF FLORID DATA:' �' p� �e ' (SEAL.), °, B Attest` tp Chairlmap Tom Henning, airman signature only Jr' aj/ q DATE: Provider Name: GrayRobinson P.A. • ' • , By: ‘00/f1 �,-- Fi Witness Signature /Z.` saw Typed Title and Name TType/ int witness nameT '-i,e/Old .c jt&f econd Witness DATE: f464-4-4 zni ► , W 1 TType/print witness nameT APPROVED AS TO FORM AND LEGALITY: , LAM 1 r Assistant County Attorney rni f ?. Pepin Printed Name DATE: \ a,1 , aolL1 12 9 EXHIBIT A BASIC SERVICES GENERAL SCOPE STATEMENT The Provider shall provide and perform the following professional services which shall constitute the GENERAL SCOPE of the SERVICES under the covenants,terms,and provisions of this SERVICE PROVIDER AGREEMENT: Provide for representation of Collier County government to ensure that the County's interests are best represented in state lobbying services. 1.0 PROVIDER shall perform the following services,including but not limited to: • Consult with Board of County Commissioners prior to legislative session to determine priorities and agenda; • Recommend lobbying efforts in upcoming legislative session to achieve agenda goals; • Monitor and advise Board of legislation scheduled for upcoming legislative session which would affect Collier County in either a positive or negative manner,and provide lobbying recommendations on strategy, course of action,approach; • Provide weekly updates during session on issues of importance to Collier County; • Secure sponsorship of bills and/or amendments needed to further the Collier County Legislative Agenda; • Work with County legislative staff and members to advocate passage of said bills and/or amendments; • Work with the Governor's office during bill review process to advocate final passage of positive legislation or veto of negative legislation; • Monitor agency rule-making processes and advise County officials and staff on action needed to implement and comply with legislation in a most effective and efficient way. GrayRobinson,P.A. should have experience in the following areas: • Research Airports&Aviation, include management,organization,administration,economic development opportunities. • Research Beach Renourishment permitting(streamlining)at state and federal levels. • Research Oil and Mining Rights of all property in Collier County.Need to know location and ownership of all mineral rights. Identify tax revenue Collier County is entitled to. Provide legal issues and suggested course of action in pursuit of mineral rights on all properties. • Research Consultants Competitive Negotiation Act(CCNA).Provide recommendations and legal perspective. • Research Permitting Agencies and recommend simplifying rules and regulations to facilitate project progress on a more reasonable schedule. • Research Mitigation Banking and provide legal perspective and guidance. • Research Administrative Rules for local government,including processes and procedures. • Research Transportation Projects, like All Aboard Florida(transit)and the Heartland Expressway,and possibilities for industrial development in Immokalee and particularly at the Immokalee Airport if both FDOT projects are fully developed and become functioning mobility modes. • Be available for Special Projects through the County Manager's Office. • Consult with Board prior to legislative session to determine priorities and agenda, • Recommend lobbying efforts in upcoming legislative session to achieve agenda goals, • Monitor and advise Board of legislation scheduled for upcoming legislative session which would affect the County in either a positive or negative manner, and provide lobbying recommendations on strategy, course of action,approach; • Provide weekly updates during session on issues of importance to Collier County, • Secure sponsorship of bills and/or amendments needed to further the Collier County Agenda, • Work with legislative staff and members to advocate passage of said bills and/or amendments, 13 411f c� • Work with Governor's office during bill review process to advocate final passage of positive legislation or veto of negative legislation, • Monitor agency rule-making process and advise County on action needed to implement legislation in a manner most favorable to the County;and ♦ Pursue funding opportunities that address the County's needs. 2.0 The County will not be restricted to utilizing,on an exclusive basis,the services of GrayRobinson,P.A. The County may,at times,need additional specialized lobbying services,which will be solicited on an independent basis. 14 SAY Cy EXHIBIT B COMPENSATION AND METHOD OF PAYMENT Section 1 BASIC- SERVICES/TASK(S) The COUNTY shall compensate the PROVIDER for providing and performing the Task(s)set forth and enumerated in EXHIBIT"A,"entitled"SCOPE OF SERVICES,"as follows: TASK TITLE COMPENSATION Not to Exceed Lobbyist Services $3,500.00 per month $42,000.00 per year inclusive of expenses inclusive of expenses Compensation shall be inclusive of all costs.Payment shall be full compensation for all services, labor,tools, equipment,travel and any other items required for project completion and/or completion of services. Compensation of forty two thousand dollars($42,000.00)per year shall remain in effect for a period of one(1) year from the date of award by the Board of County Commissioners. Subsequently,upon the written request of the PROVIDER at the time of renewal,compensation may be adjusted based on the Consumer Price Index-South Region,Category"Other Goods and Services"for the immediate twelve(12)month period preceding the renewal date of the Agreement. In no case shall any annual increase exceed the amount of three thousand five hundred dollars($3,500.00). Section 2 ADDITIONAL SERVICES The COUNTY shall compensate the PROVIDER for such ADDITIONAL SERVICES as are requested and authorized in writing for such amounts or on such a basis as may be mutually agreed to in writing by both parties to this Agreement. The basis and/or amount of compensation to be paid to the PROVIDER for ADDITIONAL SERVICES requested and authorized in writing by the COUNTY shall be as set forth in Article 3.8 of this Agreement. 15 c� Client#: 1405411 131 GRAYROB ACORD,. CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY)4/16/2014 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 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: BB&T-J. Rolfe Davis ((A//CC,,PHONE E:t):407 691-9600 FAX No): 888-635-4183 PO Box 4927 E-MAIL ADDRESS: Orlando,FL 32802-4927 INSURER(S)AFFORDING COVERAGE NAIC# 407 691-9600 INSURER A:National Fire Ins Co of Hartfrd INSURED INSURER B:Valley Forge Insurance Co GrayRobinson PA INSURER C:Transporation Insurance Co P.O.Box 3068 INSURER D Hartford Ins Co of Southeast Orlando, FL 32802 INSURER E: INSURER F: _ COVERAGES CERTIFICATE NUMBER: 14-15 Master 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 EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER (MM/DD/YYYY),MM/DD/YYYY) A GENERAL LIABILITY 6012395102 04/15/2014 04/15/2015 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $300,000 _ CLAIMS-MADE X OCCUR MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $1,000,000 POLICY PRO- JECT LOC _$ B AUTOMOBILE LIABILITY 6012395133 04/15/2014 04/15/2015(EO arB.cl deD SINGLE LIMIT $1,000,000 ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $AUTOS X HIRED J SAUTOS X N N-OWNED PROPERTY DAMAGE AUTOS (Per accident) $ C X UMBRELLA LIAB OCCUR 6012395116 04/15/2014 04/15/2015 EACH OCCURRENCE $15,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $15,000,000 DED X RETENTION$10000 D WORKERS COMPENSATION X 21WBAF3508 08/09/2013 08/09/2014 X ORY LIM TS ERH AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,If more space Is required) Additional Insured status is granted with respects to General Liability if required by written contract per form"NonContractor's Blanket Additional Insured Endorsement"form#G134802A 06/99. CERTIFICATE HOLDER CANCELLATION Collier County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Board of County Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3327 Tamiami Trail E Naples,FL 34112 AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) 1 of 1 The ACORD name and logo are registered marks of ACORD #S12199510/M12189832 EMTU DA /Y DATE(MM/DDYYY) AC o CERTIFICATE OF LIABILITY INSURANCE 03/13/2014 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 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). CONTACT PRODUCER NAME: MCGRIFF,SEIBELS&WILLIAMS OF GEORGIA,INC. PHONE 404 497-7500 FAX 5605 Glenridge Drive-Suite 300 (A/C,No,Ext): (NC,No): Atlanta,GA 30342 E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A AXIS Insurance Company 37273 INSURED INSURER B:Ironshore Indemnity Inc. 23647 GrayRobinson,P.A. 301 East Pine Street,Suite 1400 INSURER C:Scottsdale Insurance Company 41297 Orlando,FL 32801 INSURER D:QBE Insurance Corporation 39217 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:T29RSKVN 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 INDSE.wvo POLICY NUMBER JMM/DDY/YEYYYLMM/DD/YYYYL LIMITS GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $ CLAIMS-MADE OCCUR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 7 POLICY PRO- P1 LOC _ $ JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO - BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $AUTOS AUTOS NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION WC STATU- 0TH- AND EMPLOYERS'LIABILITY TORY LIMITS I ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Lawyers Professional Liability MGN 751410/01/2014 03/21/2014 03/21/2015 Please see below $ B Excess Lawyers Professional Liability 000185104 $ C Excess Lawyers Professional Liability LXS0000413 $ D Excess Lawyers Professional Liability QPL0015445 $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) Carrier A-$10MM Claim/$10MM Agg x/s of$250,000 Claim/$500,000 Agg Retention Carrier B-$10MM Claim/$10MM Agg x/s$10MM Claim/$10MM Agg Carrier C-$10MM Claim/$10MM Agg x/s$20MM Claim/$20MM Agg** Carrier D-$10MM Claim/$10MM Agg x/s$30MM Claim/$30MM Agg **THIS INSURANCE IS ISSUED PURSUANT TO THE FLORIDA SURPLUS LINES LAW. PERSONS INSURED BY SURPLUS LINES CARRIERS DO NOT HAVE THE PROTECTION OF THE FLORIDA INSURANCE GUARANTY ACT TO (continued next page) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OFTHE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATETHEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE FOR INFORMATION PURPOSES ONLY d el,2 y Page 1 of 2 ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC#: AC D ADDITIONAL REMARKS SCHEDULE Page2of2 PRODUCER INSURED MCGRIFF,SEIBELS&WILLIAMS OF GEORGIA,INC. GrayRobinson,P.A. POLICY NUMBER CARRIER NAIC CODE ISSUE DATE: 03/13/2014 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE: (continued from previous page) THE EXTENT OF ANY RIGHT OF RECOVERY FOR THE OBLIGATION OF AN INSOLVENT UNLICENSED INSURER. SURPLUS LINES INSURERS' POLICY RATES AND FORMS ARE NOT APPROVED BY ANY FLORIDA REGULATORY AGENCY. Coverage also applies to the One Lake Morton Drive, Post Office Box 3, Lakeland, FL 33801 location. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CERTIFICATE NUMBER: T29RSKVN 1 i MEMORANDUM Date: April 21, 2014 To: Diana De Leon, Contracts Technician Purchasing Department From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Contract #14-6129S "Professional State Lobbyist Services" Contractor: Gray Robinson, P.A. Attached is (1) one original of the document referenced above, (Item #16F2) approved by the Board of County Commissioners on Tuesday, February 25, 2014. The second original will be held on file in the Minutes and Records Department for the Board's Official Record. If you have any questions, please contact me at 252-7240. Thank you. Attachment ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLID 4 t � TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIG fP1 014 Routed by Purchasing Department to Office Initials Date the Following Addressee(s)(In routing order) 1. Risk Management Risk 17 7/67/ 2. County Attorney Office County Attorney Office r-f I 3. BCC Office Board of County Commissioners E 4\Z\VA. 4. Minutes and Records Clerk of Court's Office ( 1 Z 5. Return to Purchasing Department Purchasing Contact: Diana DeLeon PRIMARY CONTACT INFORMATION Name of Primary Diana DeLeon for Rhonda Cummings Phone Number 252-8375 Purchasing Staff April 16,2014 Contact and Date Agenda Date Item was February 25,2014 ✓ Agenda Item Number 16.F.2 Approved by the BCC Type of Document Contract Number of Original 2 Attached Documents Attached PO number or account N/A Solicitation/Contract 13-6129S number if document is NumberNendor Name GrayRobinson,P.A. to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes ` N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature? DD 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman,with the exception of most letters,must be reviewed and signet,„ by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the N/A document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's DD signature and initials are required. 7. In most cases(some contracts are an exception),an electronic copy of the document and DD this routing slip should be provided to the County Attorney's Office before the item is input into SIRE. 8. The document was approved by the BCC on the date above and all changes made DD during the meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes,if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the BCC,all changes directed by the BCC have been made,and the document is ready for Chairman's signature. /