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Backup Documents 09/22/2015 Item #16F1 ORIGINAL DOCUMENTS CHECKLIST&ROUTING SL l' (� `-'2 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT � LS 6 �y —,_,� THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNAT SEP 242015 CQ Y ATT RN Y 1 Il :RO IT IG SI.TP Risk Management Routed by Procurement Services to the Office Initials Date Following Addressee(s)(In routing order) 1. Risk Management Risk 2. County Attorney Office County Attorney Office ?).?* 3. BCC Office Board of County - - Commissioners v , -A\zS\cS 4. Minutes and Records Clerk of Court's Office -1n((t5 (.q3pA 5. Return to Procurement Services Procurement Services Division Contact: Diana De Leon PRIMARY CONTACT INFORMATION Name of Primary Diana De Leon for Sandra Herrera Phone Number 252-8375 Procurement Staff September 23,2015 Contact and Date Agenda Date Item was September 22,2015 Agenda Item Number 16.F.1 Approved by the BCC ✓✓✓ Type of Document Contract Number of Original 2 Attached Documents Attached PO number or account N/A Solicitation/Contract 15-6444 Becker& number if document is Number/Company Poliakoff,PA to be recorded Name INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A.(Not appropriate. _ (Initial) Ap licable) 1. Does the document require the chairman's original signature?� .,t4, 1•} M9 - v 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 signed We 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 the (�'�"(� Chairman's signature. 16F ' 1 MEMORANDUM Date: September 25, 2015 To: Diana De Leon, Contracts Technician Purchasing & General Services Department From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Contract #15-6444 "Federal Lobbyist Services" Contractor: Becker & Poliakoff, P.A. Attached is an original of the contract referenced above, (Item #16F1) approved by the Board of County Commissioners on Tuesday, September 22, 2015. An original amendment has been held by the Minutes and Records Department as part of the Board's Official Record. If you have any questions, please contact me at 252-7240. Thank you. Attachment ii 16F 1 Contract 15-6444 Federal Lobbyist Services SERVICE PROVIDER AGREEMENT THIS SERVICE PROVIDER AGREEMENT is made and entered into this Z"4Iay of_ t20I.by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY") and Becker & Poliakoff, P.A. whose address is 1275 K Street, Northwest, Suite 850, Washington, DC and authorized to do business in the State of Florida, and whose business address is 4001 Tamiami Trail North, Suite 410, Naples, FL 34103 (hereinafter referred to as the "PROVIDER"). WITNESSETH: WHEREAS, it is in the best interest of the COUNTY to obtain Lobbyist Services of said PROVIDER, said services being more fully described in Exhibit A, "Scope of Services," which is attached hereto and incorporated herein; and WHEREAS, the PROVIDER has submitted a proposal in response to the COUNTY'S Request for Proposal No. 15-6444, which is incorporated herein as reference, for provision of those services; 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, Contract#15-6444 Federal Lobbyist Services 16F I WHEREAS; the PROVIDER has reviewed the services required pursuant to 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 mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE 1 PROVIDERS RESPONSIBILITY - SCOPE OF SERVICES The PROVIDER hereby agrees to provide and perform the Services required as set forth in EXHIBIT "A," entitled "SCOPE OF SERVICES," which is attached hereto and made a part of this Agreement. ARTICLE 2 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-Providers/Consultants, required under the covenants, terms and provisions contained in this Agreement. 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 above. 2 Contract#15-6444 Federal Lobbyist Services 16F 1 . 2.5 CHANGE ORDER OR AMENDMENT shall mean a written document executed by both parties to this Agreement setting forth such changes as may be requested and authorized in writing by the COUNTY. ARTICLE 3 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 the State of Florida, 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 hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(d) and (3) as follows: 3 Contract#15.6444 Federal Lobbyist Services 16F 1 (2) In addition to other contract requirements provided by law, each public agency contract for services must include a provision that requires the contractor to comply with public records laws, specifically to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. (3) If a contractor does not comply with a public records request, the public agency shall enforce the contract provisions in accordance with the contract. 3.4 CORRECTION OF ERRORS, OMISSIONS OR OTHER DEFICIENCIES. 3.4.1 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 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. 3.4.2 County's Approval Shall Not Relieve Provider of Responsibility. Neither review, approval, nor acceptance by the COUNTY of data, studies, reports, memoranda, and incidental professional services, work and materials furnished hereunder by the PROVIDER, 4 Contract#15-6444 Federal Lobbyist Services ,1 16F I 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 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-PROVIDER(s) to comply with the provisions of this paragraph. 3.6 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. 3.7 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 obligations to compensate the PROVIDER for any ADDITIONAL SERVICES, unless the parties shall execute a written CHANGE ORDER. Each such 5 Contract#15-6444 Federal Lobbyist Services 16 F 1 . 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 COMPENSATION AND METHOD OF PAYMENT 4.1 BASIC SERVICES. The COUNTY shall pay the PROVIDER for all requested and authorized basic services rendered hereunder 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 annual compensation shall be One Hundred Five Thousand Dollars and 00/100, ($105,000), payable in monthly lump sum payments, and said annual, and shall not'exceed, 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. 4.3.1 Monthly Statement. The PROVIDER shall be entitled to submit no 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). s Contract#15-6444 Federal Lobbyist Services 16F 1 . . 4.3.2 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) 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: (I) 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. 7 Contract#15-6444 Federal Lobbyist Services 0 16F . 1 ARTICLE 5 TERM AND SCHEDULE OF PERFORMANCE 5.1 AGREEMENT TERM. The term of this Agreement shall be for a period of twelve (12) months for the initial term, with the option of renewal for three (3) additional one (1) year renewals, effective upon Board approval. 5.2 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 WRITTEN NOTICE TO PROCEED. Following the issuance of such 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. 5.3 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 tasks of the project 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. 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- PROVIDER(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. 8 Contract#15-6444 Federal Lobbyist Services c@y° ...........__._......................... ....... ...............__........ 16F 1 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-PROVIDER(s), is due to unforeseen causes and not attributable to their fault or neglect. 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 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 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 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 9 Contract#15-6444 Federal Lobbyist Services _........ ........ ........_......... 16F , 1 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-PROVIDERS to PROVIDER in connection with the PROVIDER performing services and work pursuant to the requirements of this Agreement. ARTICLE 8 APPLICABLE LAW 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 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 INDEMNIFICATION To the maximum extent permitted by law, PROVIDER shall indemnify and hold harmless theCOUNTY, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of PROVIDER or 10 Contract#15-6444 Federal Lobbyist Services 16F 1 anyone employed or utilized by the PROVIDER in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. ARTICLE 11 INSURANCE 11.1 PROVIDER shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in Schedule C to this Agreement. 11.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 11.3 Insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 11.3.1 Collier County must be named as Additional Insured on the Insurance Certificate for Commercial General Liability where required. 11.3.2 Companies issuing the insurance policy or policies shall have no recourse against the COUNTY for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of PROVIDER. 11.3.3 All insurance coverage's of PROVIDER shall be primary to any insurance or self insurance program carried by the COUNTY, and the "Other Insurance" provisions of any policies obtained by PROVIDER shall not apply to any insurance or self-insurance program carried by the COUNTY. 11.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.O. form with no limiting endorsements,, must reference and identify this Agreement. 11 Contract#15.6444 Federal Lobbyist Services 16F 1 11.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 11.4 PROVIDER, its sub PROVIDERs and the COUNTY shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by the COUNTY, except such rights as they may have to the proceeds of such insurance held by any of them. 11.5 All insurance companies from whom PROVIDER obtains the insurance policies required hereunder must meet the following minimum requirements: 11.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 11.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. ARTICLE 12 INSURANCE COVERAGES REQUIRED 12.1 The PROVIDER shall obtain and maintain the following insurance coverage's: 12.1.1 WORKERS' COMPENSATION. Coverage to comply for all employees for Statutory Limits of Florida Statutes, Chapter 440 and all Federal laws. In addition, the policy shall include the following: a) Employer's Liability with a single limit per $100,000 per occurrence. 12.1.2 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 $1,000,000 single limit per occurrence and $2,000,000 aggregate for Liability and Property Damage Liability. This shall include 12 Contract#15-6444 Federal Lobbyist Services C:A 16F I Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. 12.1.3 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 $300,000 each occurrence; Bodily Injury and Property Damage Liability. Coverage shall include owned vehicles, hired and non-owned vehicles, and employee non- ownership. 12.1.4 The Certificate Holder shall be named as Collier County Board of Collier Commissioners, OR, Board of County Commissioners in Collier County, OR Collier County Government. The Certificates of Insurance must state the Contract Number, or Project Number, or specific Project Description, or must read: For any and all work performed on behalf of Collier County. 12.1.5 Thirty (30) Days Cancellation Notice is required. ARTICLE 13 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 in addition to, and not a limitation of, any otherwise imposed or available by law or statute. ARTICLE 14 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 13 Contract#15-6444 Federal Lobbyist Services ........................ 16F 1 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 15 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 normal business hours of the PROVIDER and at the expense of the COUNTY. ARTICLE 16 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. 14 contract#15-6444 Federal Lobbyist Services 16F1 ARTICLE 17 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. ARTICLE 18 NOTICES AND ADDRESS 18.1 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: Leo Ochs, County Manager Fax: 239-252-4010 18.2 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: Becker& Poliakoff, P.A. 1275 K Street, N.W., Suite 850 Washington, DC 20005 Attn: Amanda Wood Tel: 202-207-6863 18.3 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. 15 Contract/MS-6444 Federal Lobbyist Services 16F 1 ARTICLE 19 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 20 MODIFICATIONS Any modifications to this Agreement shall be in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such modifications are authorized. Modifications to the terms and provisions of this Agreement shall only be valid when issued in writing. In the event of any conflicts between the requirements, provisions, and/ or terms of this Agreement and any written contract modifications(s), the contract modification(s) shall take precedence. 16 Contract#15-6444 Federal Lobbyist Services 16F 1 ARTICLE 21 ACCEPTANCE Acceptance of this Agreement shall be indicated by the signature of the duly authorized representative of the parties in the space provided. ARTICLE 22 CONFLICT OF INTEREST 22.1 As a condition of this AGREEMENT, PROVIDER shall provide a list of any businesses and/or organizations to which 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: 22.1.1 Provide full disclosure of information on any work performed for private interests within the past two (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. 22.1.2 Declaration of commitment not to pursue any private sector work within the limits of the COUNTY contract or directly affected by the COUNTY contract. ' 22.2 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. ARTICLE 23 DISPUTE RESOLUTION Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of PROVIDER 17 Contract#16-6444 Federal Lobbyist Services 1 6F I with full decision- making authority and by COUNTY'S staff person who would make the presentation of any settlement reached during negotiations to COUNTY for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of PROVIDER with full decision-making authority and by COUNTY'S staff person who would make the presentation of any settlement reached at mediation to COUNTY'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat, Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 24 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 25 PROHIBITION OF GIFTS TO COUNTY EMPLOYEES No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No, 2004-05, as amended, and County Administrative Procedure 5311 Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, 18 Contract#15-6444 Federal Lobbyist Services 16F1 including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. ARTICLE 26 IMMIGRATION LAW COMPLIANCE By executing and entering into this agreement, the PROVIDER is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the PROVIDER to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. ************** 19 Contract#15-6444 Federal Lobbyist Services 16F 1 _ IN WITNESS WHEREOF, the parties hereto have executed this Service Provider Agreement for Federal Lobbyist Services the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Dwight E. Broe-, Clerk c—)16By. g~ la & em.—.-... i. esf as to Chairman'- By/ e,,ast - signature only. Tim Nance,Chairman Bec r& Poliakoff, P.A. v\i ` ,A.v_- r+rri� _I- ._. BY: —.0/0!.. 1) i riess ���,,nn /-r' c ,i/ C4,,/kne \s. �:Ar a r�it ,i _ :AI erli ✓ Na nd Titl- "'� Name and Tit ,ifs , ,, ,. '_.— p- -- WitnessWitness --- _ ___C-4--/-it- ;4 L L=0);') Name and Title App toted a . to ' . a/d Le ality: umwo 1 i �, O' ounty Attorney p —er"L' 20 Contract#15-64g,� Federal Lobbyist Services44 r 16F 1 EXHIBIT A SCOPE OF SERVICES GENERAL SCOPE OF BASIC SERVICES: The Provider shall perform and deliver the following professional lobbying services and assist the Collier County Board of Commissioners with obtaining the following objectives: 1. Providing for continuous federal representation of the Collier County Board of County Commissioners in Washington, D.C., by a Washington, D.C.-based lobbyist 1 client manager, to ensure the County's positions are represented and issues are addressed. 2. Identifying and securing federal opportunities for the Collier County community in funding, programs, services and legislation that contribute to the overall betterment of Collier County. In addition, the Provider shall provide the following services, including but not limited to: 1. Consult with members of the Board of County Commissioners (the Board or the County) in individual meetings with the County's legislative affairs coordinator (County Manager, or designee), prior to the year-round federal legislative cycle to determine specific individual priorities and positions to reflect in development of the Collier County Federal Legislative Agenda; 2. Understand and articulate the County's legislative priorities; 3. Represent the approved County's positions and provide appropriate representation/advisement and guidance of Collier County interests; 4. Advocate to the Congressional Delegation in Washington, D.C. the County's approved Federal Legislative Agenda, produced on an annual basis; 5. Be available to travel from Washington to Collier County for meetings and presentations at least five (5) to six (6) times per year; 6. Be readily accessible, reliable and responsive to the needs of the County; 7. Continually abide by high standards of ethical conduct and honesty; 8. Recommend timely lobbying efforts in upcoming federal legislative cycle to achieve Collier agenda goals; 9. Monitor and advise the County, and its leadership team through the County Manager, or designee, of any legislation which would affect Collier County in either a positive or negative manner, and provide lobbying recommendations on strategy, approach, course of action; Standard reports and coordination requirements: The Provider shall be required to perform the following tasks in an effort to provide seamless communication of Collier Count's interest: a. Provide weekly reports by 12 Noon EST each Friday; and, b. Provide monthly reports by the close of business on the 15th ofeach calendar month. In instances where the 15th falls on a weekend, the report shall be due the Friday prior to the 15th day. The Provider may be granted an extended deadline in writing by the assigned County Manager, or designee. The County reserves the right to modify these requirements for reporting on an as needed basis. A-t • Contract it 15-6444 Federal Lobbyist Services yy 16F I 10.Ensure consistent weekly follow-up on issues and inquiries posed by Commissioners and the County administration. Once an issue is addressed County staff may authorize to have an item moved to the monthly status report. 11.Provide standard written reports (authored by Client manager) on Collier-specific issues and priorities that are complete and comprehensive, including federal news, updates and activities that are of major importance to Collier County. 12.Provide "white papers" on unexpected issues that may arise which call for special "alerts" to the County coordinator who will share with appropriate management and key legislative staff, and respond if requested by the County. 13,Coordinate and communicate bi-weekly with the assigned County Manager, or designee by telephone and/or email directly to provide verbal update on activities of the previous week. 14.Assist the County Manager, or designee as directed by contacting and organizing Congressional member visits to specific areas in the County and schedule on-site meetings and coordinate tours of project areas. 15.Inform the County Manager, or designee, or other identified staff, of federal resources available and funding opportunities for County's priorities; 16.Monitor agency rule-making permitting processes on federal level and alert the County coordinator and staff on action needed to implement and/or achieve compliance with legislation in a most effective and efficient manner. The County will not be restricted to utilizing, on an exclusive basis, the services of the contracted state lobbying firm. The County may, at times, need additional specialized lobbying services, which will be solicited on an independent basis. A-2 Contract#15-6444 Federal Lobbyist Services 16F 1 EXHIBIT B Collier County Fee Schedule RFP 15-6444 "Federal Lobbyist Services" The COUNTY shall compensate the PROVIDER for providing and performing the basic services in EXHIBIT "A", entitled "SCOPE OF SERVICES", as follows: Task Title Lobbyist Services as outlined in Exhibit "A", Scope of Services , Task Title Fee Lobbyist Services as outlined in Exhibit "A", $105,000 annually and paid in monthly Scope of Services lump sum installment payments • There shall be no additional charges for changes in Collier County's proprieties or broadening of the Federal lobbying scope. • Compensation shall be inclusive and shall be full compensation for all services, with the exception of travel expenses. • The Compensation for services performed under the provisions of this Agreement shall include the cost of all materials, equipment, supplies and out-of- pocket expenses incurred in the performance of all such services. • Travel shall be pre-approved by the County Manager, or designee, and paid in accordance with Section 112.061, Florida Statute, outside of Lee and Collier Counties. B-3 Contract#15-6444 Federal Lobbyist Services 1 6 F 1 ,___.,A�RD® CERTIFICATE OF LIABILITY INSURANCE 9�i8�2o15"' 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(les) 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 Angela Nervi—Saketkoo Corporate Insurance Advisors 17/1211,7o.Fxt): (954)315-5000 1gIC.Nol:(959)315-5050 1401 E Broward Blvd E-MAIL ADDRESS:ANervi@ciafl.net • Suite 103 INSURER(S)AFFORDING COVERAGE NAIC# Ft. Lauderdale FL 33301 INsuRERA:Valley Forge Insurance co. 20508 INSURED Becker & Poliakoff, P.A INsuRERBNational Fire Ins Coof Hartford 20478 INSURERC:Transportation Insur Co. 20494 One E Broward Blvd INSURERD:FFIC/AXIS/STARR INDEMNITY 22890 Suites 1700-1900 INSURERE: Ft. Lauderdale FL 33301 INSURERF: COVERAGES CERTIFICATE NUMBER:15-16 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 LTR TYPE OF INSURANCE ADDL SUER POLICY EFF POLICY EXP LIMITS INSR WVD POLICY NUMBER IMM/DD/YYYYI (MMIDD/YYYYI i GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES(Ea occurrence) $ 300,000 A CLAIMS-MADE X OCCUR X 5091320537 3/24/2015 3/24/2016 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 $ 2,000,000 POLICY n PRO- LOC • $ JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 B ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED 5091320554 3/24/2015 3/24/2016 BODILY INJURY(Pid AUTOS AUTOS eraccent) $ X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE $ AUTOS (Per accident) X UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 20,000,000 C EXCESS LIAB CLAIMS-MADE AGGREGATE $ 20,000,000 DED X RETENTION$ 10,000 5091320554 3/24/2015 3/24/2016 $ A WORKERS COMPENSATION ..., WC STATU- OTH- AND EMPLOYERS'LIABILITY Y/N TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 500,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) 5096068894 1/1/2015 1/1/2016 E.L.DISEASE-EA EMPLOYEE $ 500,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 500,000 D Professional Liability LwB2100290/MGN7496210120112/22/201412/22/2015 Aggregate&occurence $30,000,000 SISIPRX26502414 Deductible $100,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space Is required) • CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Collier County Board of County ACCORDANCE WITH THE POLICY PROVISIONS. Commissioners Procurement Services Division AUTHORIZED REPRESENTATIVE 3327 Tamiami Trail East ' Naples, FL 34112-4901 ;,.',, Mark Schwartz/ANGELA , f' `�-�` x`.t'- "-- .! ACORD 25(2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. INSO25(9ninnfil ni The A(11R11 name.anti Irwin aro rcnicfarcrf mnrkc of aror l 16F 1 COMMENTS/REMARKS Collier County Board of County Commissioners is named as additional insured. 30 Days Notice of Cancellation. OFREMARK COPYRIGHT 2000, AMS SERVICES INC.