HomeMy Public PortalAbout2019-49 Approving professional services agreements with Collen Castille, Inc., Akerman LLP and Thorn Run Partners, LLCRESOLUTION NO 2019-49
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, APPROVING
PROFESSIONAL SERVICES AGREEMENTS WITH
COLLEEN CASTILLE, INC, AICER1VIAN LLP, AND
THORN RUN PARTNERS, LLC FOR LOCAL, STATE, AND
FEDERAL LOBBYING SERVICES FOR BEACH
NOURISHMENT, PROVIDING FOR AUTHORIZATION,
AND PROVIDING FOR AN EFFECTIVE DATE
WHEREAS, the Village of Key Biscayne ( Village") wishes to engage lobbyists to
momtor legislative action and activities at the local state and federal levels and to represent and
advance the Village s goals objectives and mterests with respect to beach nourishment before
Miami Dade County the State of Florida the United States Executive and Legislative Branches
and federal departments and agencies (the Services ) and
'WHEREAS, the Village wishes to continue its professional relationship with Colleen
Castile Inc , Akerman LLP and Thorn Run Partners LLC (collectively the Consultants") to
perform the Services and
WHEREAS, pursuant to 2-87 of the Village Code of Ordinances the Services to be
provided by the Consultants are exempt from the Village s competitive bidding procedures, and
WHEREAS the Village Council desires to engage the Consultants to perform the
Services and approve the Professional Services Agreements attached hereto as Exhibits A,
B," and "C ' (collectively the Agreements') and
WHEREAS, the Village Council finds that this Resolution is in the best interest and
welfare of the residents of the Village
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF
THE VILLAGE OF KEY BISCAYNE, FLORIDA AS FOLLOWS
Page 1 of 2
Section 1. Recitals. That each of the above -stated recitals are hereby adopted,
confirmed, and incorporated herein.
Section 2. Approval. That the Village Council approves the Agreements in
substantially the form attached hereto as Exhibits "A," "B," and "C."
Section 3. Authorization. That the Village Council hereby authorizes the Village
Manager to execute the Agreements, in substantially the form attached hereto as Exhibits "A,"
"B," and "C," in an amount not to exceed budgeted funds, subject to the approval of the Village
Attorney as to form, content, and legal sufficiency.
Section 4. Effective Date. That this Resolution shall be effective immediately upon
adoption.
PASSED and ADOPTED this 27`" day of August, 2019.
ATTEST:
IFE ED , CMC
VILLAGE CLER
APPROVED AS TO FORM AND LEGAL SU
VILLAGE ATTORNEY
L W. DAVEY, MAYO
Page 2 of 2
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date
written below their signatures.
FOR THE CONSULTANT:
COLLEEN M. CASTILLE, INC., a Florida Corporation
By:
-0/ e
Name: Colleen M. Ca tsIle
Title: Pct. -
Date Executed: 6j' -
FOR THE VILLAGE:
VILLAGE OF KEY BISCAYNE, a Florida Municipal Corporation
By:
Andrea Agha, Village Manager
Date Executed: . I gyp(t \
Attest:
KEIr
By:
nnifer Medina, Vi .ge Clerk, CMC
Approved as to Form and Legal Sufficiency:
By:
Weiss Serota Helfman Cole & Bierman, P.L.
Village Attorney
Page 10 of 12
akerman
August 16, 2019
Village of Key Biscayne Village Council
88 West McIntyre Street
Key Biscayne, FL 33149
Re: Engagement Letter re Beach Nourishment Issues
Dear Sir or Madam:
Spencer Crowley
Akerman LLP
Three Brickell City Centre
98 Southeast Seventh Street
Suite 1100
Miami, FL 33131
T: 305 982 5549
F: 305 374 5095
Thank you for asking Akerman LLP to assist the Village of Key Biscayne, Florida regarding beach
nourishment issues. Initially, our scope will consist of assisting with development of a long term federal,
state and local strategy for obtaining financial assistance with, and regulatory approval of, beach
nourishment activities. We will work closely with other consultants including Colleen Castille, Alcalde and
Fay and Moffat and Nichols on this scope.
I will oversee most of the work and will serve as your primary contact at the Firm. Other attorneys
and professionals may work on this matter from time to time, as necessary and in the most cost-efficient
manner possible.
The Firm bills for our services on an hourly basis at established rates for each professional. My
current hourly rate is $555.00. For this initial scope of work, we estimate that our fees will not exceed
$5,000 monthly, and additional project specific estimates can be provided when elements of the plans
are approved for implementation. This Agreement is for a term of 1 year, with two (2) additional 1 -year
renewals available upon agreement of both parties.
It is the Firm's policy to require a cost and fee retainer prior to the opening of a new file. Based
on the anticipated fees and costs for this matter, the Firm would typically require a retainer in the amount
of $5,000. However, in this case, the Firm has agreed to waive the retainer as a courtesy. The Firm's
standard billing policies are attached to this letter.
I would greatly appreciate if you would acknowledge the terms of our engagement by executing
and returning a copy of this letter to me, at your earliest convenience. We very much look forward to
working with you on this matter.
Sinc
T. Spencer Crowleul7
4'Uy7417.1
August 16, 2019
Page 2
Agreed and consented to as set forth above:
VILLAGE OF KEY BISCAYNE, FLORIDA
By:
Name:
Date:
OCAAA
\c fu P5 \Cl V ,1145 - allo NI sLi-
49097417:1
August 16, 2019
Page 3
Policy Statement on Billing Practices
1. General Overview. This policy statement is issued in order to inform our clients of the
billing practices of Akerman LLP (the "Firm"). Its purpose is to inform our clients of matters which
commonly arise in the context of the business relationship between the Firm and its clients. Inevitably,
situations arise which are unanticipated. In such event, a solution shall be found utilizing the principles
set forth herein. If the terms of this Policy Statement differ from the engagement letter, then the terms
of the engagement letter shall supersede any inconsistent terms herein.
2. Retainer Agreement and Fee. Representation is generally undertaken by virtue of a
written engagement letter executed by and between the Firm and the client. In the case of corporate
clients, the general practice of the Firm is to require the signature of a responsible individual on the
engagement letter. The engagement letter governs the fees to be charged by the Firm and the duties to
be performed. The engagement letter incorporates this policy statement by reference.
3. Firm Billing Practices.
a. Progress Billing. Fees are generally calculated on an hourly rate basis. Paralegal
services are also charged at an hourly rate, although lower than the attorney rate. These rates may be
adjusted periodically as a function of the overall pricing policies of the Firm. Unless a matter is to be billed
on a different basis, the fee portion of a bill will be calculated by multiplying the hourly rate then in effect
for each attorney or paralegal times the number of hours (or portion thereof) worked by each attorney
or paralegal. Statements are transmitted to clients not less often than monthly and payment is expected
upon receipt. Charges outstanding over 30 days accrue interest at the rate of 10 percent per annum. All
fees and expenses are payable in U.S. currency or drafts or checks payable in U.S. currency.
b. Expenses. All clients are responsible for expenses incurred by the Firm in
connection with the client's business. These out-of-pocket expenses include, but are not limited to,
administrative fees for extraordinary accounting services, extraordinary secretarial or word processing
time, long distance telephone calls, cellular phone charges, copy expenses, parking costs, express mail
charges, facsimile charges, associated counsel and expert fees, court reporter charges, witness fees,
deposition transcripts, suit filing fees, process server fees, travel expenses including but not limited to
mileage, food and lodging and all expenses.
c. Fee Policy. Attorneys' hourly time rates are based upon all factors which the Firm
considers in the operation of its business. All attorney time in connection with a matter, including
attorney administrative time on behalf of a matter, is billed. Except for overtime, the Firm does not charge
on an hourly basis for the services of its secretarial staff or its administrative staff.
d. Security for Fees and Expenses. Intentionally deleted.
4. Employment of Additional Professionals. If the Firm deems it necessary to employ
additional professionals with specialized skills and, after consultation with the client, the client deems it
appropriate to do so, additional professionals may be employed by the Firm. In such event, where
appropriate, the Firm will employ such professionals in the name of the client. Notwithstanding the form
of employment of the professional, however, the client is obligated to pay the fees of the professional in
full, upon the rendering of a statement. The Firm reserves the right to request and obtain an additional
retainer to defray the fees and expenses of additional professionals employed in connection with a client
49(197417.1
August 16, 2019
Page 4
matter. All fees and expenses of additional professionals shall be subject to the security provisions,
interest provisions and other applicable provisions of this Policy Statement on Billing Practices.
5. Withdrawal From Representation. The client must fully cooperate with the Firm in a
number of respects, which includes timely payment of progress billings. If we do not receive the full
cooperation of the client or progress billings are not paid on a timely basis, we reserve the right to
withdraw from representing the client.
6. Full Disclosure. We encourage our clients to read and reread this Policy
Statement from time to time, and to have a full and complete understanding of it prior to executing our
engagement letter. The members of the Firm are available to answer any questions concerning it. It is
our goal to serve our clients and avoid misunderstandings of any kind.
7. Disposition of Files/Copies/Lien for Amounts Due. With respect to the files involving any
Client matter, the Firm will furnish copies of documents to Client as the matter progresses. If, at a later
date, Client desires additional copies of said documents, the Firm may furnish those copies at a reasonable
charge, to the extent the Firm has those copies and provided that the Client has paid in full all statements
rendered. The Firm reserves the right at any time to dispose of its files after providing 30 days written
notice to Client.
49097417:1
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE VILLAGE OF KEY BISCAYNE
AND
THORN RUN PARTNERS, LLC
T IS AGREEMENT (this "Agreement") is made effective as of the / % day of
're.n4.0,--* • , 2019 (the "Effective Date"), by and between the VILLAGE OF KEY
BISCAYNE, FLORIDA, a Florida municipal corporation, whose principal address is 88 West
McIntyre Street, Key Biscayne, Florida 33149 (hereinafter the "Village"), and THORN RUN
PARTNERS, LLC, a Florida Foreign Limited Liability Company, whose address is 100 M Street
SE, Washington, D.C. 20003 (hereinafter, the "Consultant").
WHEREAS, the Village wishes to engage the Consultant to monitor legislative action and
activities at the federal level and to represent and advance the Village's goals, objectives, and
interests before the United States Executive and Legislative Branches and federal departments and
agencies; and
WHEREAS, the Consultant is ready, willing and able to provide the Village with
professional lobbying services in accordance with the terms provided herein, all as further set
forth in the Scope of Services, attached hereto as Exhibit "A" (the "Services"); and
WHEREAS, the Consultant and Village, through mutual negotiation, have agreed upon
the Services and a fee for the Services; and
WHEREAS, the Village desires to engage the Consultant to perform the Services and
provide the deliverables as specified below.
NOW, THEREFORE, in consideration of the aforementioned recitals, which are true and
correct and incorporated into the body of this Agreement by reference, the mutual covenants and
conditions contained herein, and other good and valuable consideration, the sufficiency of which
is hereby acknowledged, the Consultant and the Village agree as follows:
1.- Scope of Services.
.1.1. Consultant shall provide the Services et fo th int▪ h- e attached Exhibit "A" which is
incorporated herein by reference (the "Services").
1.2. Consultant shall furnish all reports, documents, and information obtained pursuant to this
Agreement, and recommendations during the term of this Agreement (hereinafter
"Deliverables") to the Village.
2.
r ernl/commencement Date
2.1. This Agreement shall remain in effect from the Effective Date through twelve (12) months
thereafter, unless earlier terminated in accordance with Paragraph 8. This Agreement may
be renewed by the Village Manager for up to two (2) additional one (1) year terms on the
anniversary date of this Agreement.
Page 1 of 11
2.2. Consultant agrees that time is of the essence and Consultant shall complete the Services
within the term of this Agreement, unless extended by the Village Manager.
3. Compensation and Payment.
3.1. Consultant shall be compensated a flat rate lump sum fee in the amount of $6,000.00 per
month. Except for lobbyist registration fees, as may be assessed by each governmental entity,
the Consultant shall not be entitled to recover and shall not be reimbursed for any other costs
and/or fees incurred during, and/or associated with, the rendition of the Services, which have
not been approved in writing by the Village in advance.
3.2. Consultant shall deliver an invoice to Village no more often than once per month detailing
Services completed and the amount due to Consultant under this Agreement. Fees shall be
paid in arrears each month, pursuant to Consultant's invoice, which shall be based upon the
percentage of work completed for each task invoiced. The Village shall pay the Consultant
in accordance with the Florida Prompt Payment Act after approval and acceptance of the
Services by the Village Manager.
4. Subconsultants.
4.1. The Consultant shall be responsible for all payments to any subconsultants and shall
maintain responsibility for all work related to the Services.
4.2. Consultant may only utilize the services of a particular subconsultant with the prior written
approval of the Village Manager, which approval may be granted or withheld in the
Village Manager's sole and absolute discretion.
5. Village's Responsibilities.
5.1. Village shall make available any maps, plans, existing studies, reports, staff and
representatives, and other data pertinent to the Services and in possession of the Village,
and provide criteria requested by Consultant to assist Consultant in performing the
Services.
5.2. Upon Consultants request, Village shall reasonably cooperate in arrangi9g access toy
public infoimatioirthatmay b equired for C-onsultant to perform the Servie.
6. Consultant's Responsibilities; Representations and Warranties.
6.1. The Consultant shall exercise the same degree of care, skill and diligence in the
performance of the Services as is ordinarily provided by a consultant under similar
circumstances. If at any time during the term of this Agreement or within two (2) years
from the completion of this Agreement, it is determined that the Consultant's Deliverables
or Services are incorrect, not properly rendered, defective, or fail to conform to Village
requests, the Consultant shall at Consultant's sole expense, immediately correct its
Deliverables or Services.
Page 2 of 11
6 2 The Consultant hereby warrants and represents that at all times durmg the teen of' this
Agreement it shall maintain m good standing all required hcenses, certifications and permits
required under Federal, State and local laws apphcable to and necessary to perform the
Services for Village as an independent contractor of the Village Consultant further warrants
and represents that it has the required knowledge, expertise, and expenence to perform the
Services and carry out its obhgations under this Agreement m a professional and first class
manner
6 3 The Consultant represents that is an entity validly existing and m good standing under the
laws of Flonda The execution, delivery and performance of this Agreement by
Consultant have been duly authonzed, and this Agreement is bindmg on Consultant and
enforceable against Consultant in accordance with its terms No consent of any other
person or entity to such execution delivery and performance is required
7 Conflict of Interest
7 1 To avoid any conflict of interest or any appearance thereof, Consultant shall not, for the
term of this Agreement provide any consulting services to any private sector entities
(developers, corporations real estate investors, etc), with any current or foreseeable,
adversanal issues m the Village
7 2 The Consultant shall not be prohibited from representmg or providmg the like services to
other persons and entities other than the Village so long as the Consultant shall avoid any
representation or relation which would create an adversarial position or conflict of interest,
as first detemuned by the Village Attorney and Village Council
7 3 The Consultant shall not take on any client or matter that would jeopardize the Consultant s
ability to devote the time resources, and efforts necessary to fulfill its obhgations to the
Village -
8 Termination
8 1 The Village Manager, without cause, may terminate th Agreemenaipon five (5) calendar
days wntten notice to the Consultant or immediately with cause
-2 EJpon i eip€-of-the Village's written notice otteimin on-ConsuE iirslraii-mmiredrately -
stop rendering Services unless directed otherwise by the Village Manager
8.3 In the event of termination by the Village the Vsllage shall be oblikated to the Consultant
only for the pro rated monthly compensation incurred pnor to the termination date provided
that the Consultant has first complied with the provisions of Paragraph 8 4
8 4 The Consultant shall transfer all books, records, reports, working drafts, documents, maps,
and data pertaining to the Services to the Village, in a hard copy and electronic format
withm fourteen (14) days from the date of the wntten notice of termination or the date of
expiration of this Agreement
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9. Insurance.
9.1. Consultant shall secure and maintain throughout the duration of this agreement insurance
of such types and in such amounts not less than those specified below as satisfactory to
Village, naming the Village as an Additional Insured, underwritten by a firm rated A -X or
better by A.M. Best and qualified to do business in the State of Florida. The insurance
coverage shall be primary insurance with respect to the Village, its officials, employees,
agents, and volunteers naming the Village as additional insured. Any insurance maintained
by the Village shall be in excess of the Consultant's insurance and shall not contribute to
the Consultant's insurance. The insurance coverages shall include at a minimum the
amounts set forth in this section and may be increased by the Village as it deems necessary
or prudent.
9.2. Commercial General Liability coverage with limits of liability of not less than a
$1,000,000 per Occurrence combined single limit for Bodily Injury and Property Damage.
This Liability Insurance shall also include Completed Operations and Product Liability
coverages and eliminate the exclusion with respect to property under the care, custody and
control of Consultant. The General Aggregate Liability limit and the Products/Completed
Operations Liability Aggregate limit shall be in the amount of $2,000,000 each.
9.3. Workers Compensation and Employer's Liability insurance, to apply for all employees
for statutory limits as required by applicable State and Federal laws. The policy(ies) must
include Employer's Liability with minimum limits of $1,000,000.00 each accident. No
employee, subcontractor or agent of the Consultant shall be allowed to provide Services
pursuant to this Agreement who is not covered by Worker's Compensation insurance.
9.4. Business Automobile Liability with minimum limits of $1,000,000 per occunence,
combined single limit for Bodily Injury and Property Damage. Coverage must be afforded
on a form no more restrictive than the latest edition of the Business Automobile Liability
policy, without restrictive endorsements, as filed by the Insurance Service Office, and
must include Owned, Hired, and Non -Owned Vehicles.
9.5. Professional Liability Insurance in an air aunt of not less than One Million Dollars -
($1,000,000.00) per occurrence, -single limit._
9.6. Certificate of Insurance. Ce fates ofTsurance shall be provided to the Village,
reflecting the Village as an Additional Insured (except with respect to Professional
Liability Insurance and Worker's Compensation Insurance), no later than ten (10) days
after award of this Agreement andprior to the-ex-ecution of this Agreement by Village and —
prior to commencing Services. Each certificate shall include no less than (30) thirty -day
advance written notice to Village prior to cancellation, termination, or material alteration
of said policies or insurance. The Consultant shall be responsible for assuring that the
insurance certificates required by this Section remain in full force and effect for the
duration of this Agreement, including any extensions or renewals that may be granted by
the Village. The Certificates of Insurance shall not only name the types of policy(ies)
provided, but also shall refer specifically to this Agreement and shall state that such
insurance is as required by this Agreement. The Village reserves the right to inspect and
Page 4 of 11
return a certified copy of such policies, upon written request by the Village If a policy is
due to expire pnor to the completion of the Services, renewal Certificates of Insurance
shall be furnished thirty (30) calendar days pnor to the date of their policy expiration
Each policy certificate shall be endorsed with a provision that not less than thirty (30)
calendar days wntten notice shall be provided to the Village before any pohcy or
coverage is cancelled or restricted Acceptance of the Certificate(s) is subject to approval
of the Village
9 7 Additional Insured Except with respect to Professional Liability Insurance and Worker s
Compensation Insurance, the Village is to be specifically mcluded as an Additional
Insured for the habihty of the Village resulting from Services performed by or on behalf
of the Consultant m performance of this Agreement The Consultant s insurance,
including that applicable to the Village as an Additional Insured shall apply on a pnmary
basis and any other insurance maintained by the Village shall be m excess of and shall not
contribute to the Consultant's insurance The Consultant s insurance shall contain a
severability of interest provision providing that except with respect to the total limits of
liability the insurance shall apply to each Insured or Additional Insured (for applicable
policies) in the same manner as if separate pohcies had been issued to each
9 8 Loss Payee The Village is to be specifically named as a loss payee under the Consultant's
Professional Insurance policy so that the Village will be a third party beneficiary entitled
to receive all money payable under the relevant policy for any claims, damages, or losses
in connection with related to or arising from Consultant s Services or performance
pursuant to this Agreement
9 9 Deductibles All deductibles or self insured retentions must be declared to and be
reasonably approved by the Village The Consultant shall be responsible for the payment
of any deductible or self insured retentions in the event of any claim _
9 10 The provisions of this section shall survive termination of this Agreement
10 Nondiscrimination During the term of this Agreement, Consultant shall not discnnunate
against any ofits employeaor applicants for employment because oftheirrace, color religion,
sex, or national ongm, Ind agrees to abide by all Federal and State laws regarding
nondiscnimnaVion - 4 - -
11 Attorneys Fees and Waiver of Jury Trial -
11-1 - _ In-t- he-event-nf-aray-1,t,gationansing not of this Agreement,—the-prevaihng-wty
shall be entitled to recover its attorneys fees and costs including but not limited to the
fees and expenses of any paralegals, law clerks and legal assistants, and including fees and
expenses charged for representation at both the trial and appellate levels
112 IN THE EVENT OF ANY LITIGATION ARISING OUT OF THIS
AGREEMENT, EACH PARTY HEREBY KNOWINGLY IRREVOCABLY
VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO TRIAL BY
JURY
Page 5 of 11
12 Indemnification
12 1 Consultant shall defend, indemnify and hold harmless the Village, its officers,
agents and employees, from and against any and all demands claims, losses, suits,
liabilities, causes of action judgment or damages, ansmg from Consultant s negligent
acts, errors, or omissions ansmg out of the performance or non performance of any
provision of this Agreement mcludmg, but not limited to, habihties ansmg from contracts
between the Consultant and third parties made pursuant to this Agreement Consultant
shall reimburse the Village for all its expenses mcludmg reasonable attorneys fees and
costs incurred in and about the defense of any such clams or mvestigation and for any
judgment or damages ansmg from Consultant s negligent performance or non-
performance of this Agreement
12 2- Nothing herein is mtended to serve as a waiver of sovereign immunity by the
Village nor shall anything included herein be construed as consent to be sued by third
parties m any matter arising out of this Agreement or any other contract The Village is
subject to section 768 28, Flonda Statutes as may be amended from time to time
12 3 The provisions of this section shall survive termination of this Agreement
13 Notices/Authonzed Representatives Any notices required by this Agreement shall be m
writing and shall be deemed to have been properly given if transmitted by hand delivery, by
registered or certified mail with postage prepaid return receipt requested, or by a pnvate postal
service addressed to the parties (or their successors) at the following addresses
For the Village
With a copy to
Andrea Agha
Village Manager
Village of Key Biscayne
88 West McIntyre Street
Key Biscayne, FL 33149
Chad Friedman, Esq
Village Attorney = —
Weiss Serota Helfman Cole & Bierman, P L
2525 Poii e de Leon 1 'dJ Suite 700
Coral GaisleS, FL 331N---=
For the Consultant Thom Run Partners LLC
With a copy to
Attn Jun avenpo
100 M Street SE
Washington DC 20003
John W Smith
301 S Boronough Street, Suite 500
Tallahassee FL 32301
Page 6 of 11
14. Governing Law and Venue. This Agreement shall be construed in accordance with and
governed by the laws of the State of Florida. Venue for any proceedings arising out of this
Agreement shall be proper exclusively in Miami -Dade County, Florida or, if in Federal Court,
the Southern District of Florida.
15. Entire Agreement/Modification/Amendment.
15.1. This writing contains the entire Agreement of the parties and supersedes any prior
oral or written representations. No representations were made or relied upon by either
party, other than those that are expressly set forth herein.
15.2. No agent, employee, or other representative of either party is empowered to modify
or amend the terms of this Agreement, unless executed with the same formality as this
document.
16. Ownership and Access to Records and Audits.
16.1. Consultant acknowledges that all inventions, innovations, improvements,
developments, methods, designs, analyses, drawings, reports, compiled information, and
all similar or related information (whether patentable or not) which relate to Services to
the Village which are conceived, developed or made by Consultant during the term of this
Agreement ("Work Product") belong to the Village. Consultant shall promptly disclose
such Work Product to the Village and perform all actions reasonably requested by the
Village (whether during or after the term of this Agreement) to establish and confirm such
ownership (including, without limitation, assignments, powers of attorney and other
instruments).
16.2. Consultant agrees to keep and maintain public records in Consultant's possession
or control in connection with Consultant's performance under this Agreement. The Village
Manager or her designee shall, during the term of this Agreement and for a period of three
(3) years from the date of termination of this Agreement, have access to and the right to
examine and audit any records of the Consultant involving transactions related to this
Agreement. Consultani✓additionall}cagrees to comply specifically with the provisions of
Section 119.0701, Florida. Statutes. -Consultant shall ensure that public records that are
exempt or confidential Znd exempt kom public records disclosure requirements ale not
disclosed, except as authorized by lad. for the duration of the Agreement, and foIM-ving
completion of the Agreement until the records are transferred to the Village.
16.3. Upon request -from -the-V-illage's custodian of public records, Consultant shall
provide the Village with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not exceed the cost
provided by Chapter 119, Florida Statutes, or as otherwise provided by law.
16.4. Unless otherwise provided by law, any and all records, including but not limited to
reports, surveys, and other data and documents provided or created in connection with this
Agreement are and shall remain the property of the Village.
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16.5. Upon completion of this Agreement or in the event of termination by either party,
any and all public records relating to the Agreement in the possession of the Consultant
shall be delivered by the Consultant to the Village Manager, at no cost to the Village,
within seven (7) days. All such records stored electronically by Consultant shall be
delivered to the Village in a format that is compatible with the Village's information
technology systems. Once the public records have been delivered upon completion or
termination of this Agreement, the Consultant shall destroy any and all duplicate public
records that are exempt or confidential and exempt from public records disclosure
requirements.
16.6. Any compensation due to Consultant shall be withheld until all records are received
as provided herein.
16.7. Consultant's failure or refusal to comply with the provisions of this section shall
result in the immediate termination of this Agreement by the Village.
16.8. Notice Pursuant to Section 119.0701(2)(a), Florida Statutes. IF THE
CONSULTANT HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEEMENT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS.
Custodian of Records: Jennifer Medina, CMC
Mailing address: 88 West McIntyre Street
Key Biscayne, FL 33149
Telephone number: 305-365-5506
Email: imedina(a�kevbiscavne.f.gov
17. Nonassignability;lion-Exclusivity.
17.1. This Agreemrnt shall not be assignable by Consultant unless suck assi runent is
first approve byi- -tie-Village Manager. The Village is relying upar the -apparent
qualifications .and expertise of the Consultant, and such firm's familiarity with the
Village's area, circumstances and desires. Specifically, the Village is relying upon Jim
Davenport, who is -designated by- the Consultant as the primary point -of -Gen -tact —and
principle performer of the Services under this Agreement. In the event that the
aforementioned individual can no longer perform the Services under this Agreement, this
Agreement shall automatically terminate.
17.2. The Consultant hereby acknowledges that this Agreement is non-exclusive as to the
Services being provided and generally any lobbying the Village may have done on its
behalf. The Village reserves the right to hire one or more additional individuals and/or
firms to represent its interests and otherwise provide lobbying consulting services before
Page 8 of 11
the federal government. So as to maximize the benefit to the Village, the Village Manager
and/or designee shall coordinate representation efforts by multiple lobbying professionals.
18. Severability. If any term or provision of this Agreement shall to any extent be held invalid or
unenforceable, the remainder of this Agreement shall not be affected thereby, and each
remaining term and provision of this Agreement shall be valid and be enforceable to the fullest
extent permitted by law.
19. Indepenaent Contractor.
19.1. The Consultant and its employees, volunteers and agents shall be and remain an
independent contractor and not an agent or employee of the Village with respect to all of
the acts and services performed by and under the terms of this Agreement. This
Agreement shall not in any way be construed to create a partnership, association or any
other kind of joint undertaking, enterprise or venture between the parties.
19.2. The Consultant shall be responsible for all compensation, tax responsibilities,
insurance benefits, other employee benefits, and any other status or rights of its employees
during the course of their employment with Consultant.
20. Compliance with Laws. The Consultant shall comply with all applicable laws, ordinances,
rules, regulations, and lawful orders of public authorities in carrying out Services under this
Agreement, and in particular shall obtain all required permits from all jurisdictional agencies
to perform the Services under this Agreement at its own expense.
21. Waiver. The failure of either party to this Agreement to object to or to take affirmative action
with respect to any conduct of the other which is in violation of the terms of this Agreement
shall not be construed as a waiver of the violation or breach, or of any future violation, breach
or wrongful conduct.
22. Survival of Provisions. Any terms or conditions of either this Agreement that require acts
beyond the date of the term of the Agreement, shall survive termination of the Agreement,
sh,?ll remain in full force and effect unless and until the-erms-or conditions are completed and
shall be fully enforceable by either party.
. Pthrbition=of -Contingency Fees. The Consultant- rtrrat4tthat it- has not employed or
retained any company or person, other than a bona fide employee working solely for the
Consultant, to solicit or secure this Agreement, and that it has not paid or agreed to pay any
er_son(s), company, corporation, individual or firm, other_than a .bona .fide -employee working
solely for the Consultant, any fee, commission, percentage, gift, or any other consideration,
contingent upon or resulting from the award or making of this Agreement.
24. Public Entity Crimes Affidavit. Consultant shall comply with Section 287.133, Florida
Statutes (Public Entity Crimes Statute), notification of which is hereby incorporated herein by
reference, including execution of any required affidavit.
25. Counterparts. This Agreement may be executed in several counterparts, each of which shall
be deemed an original and such counterparts shall constitute one and the same instrument.
Page 9 of 11
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date
written below their signatures.
FOR THE CONSULTANT:
THORN RUN PARTNERS, LLC, a Florida Foreign Limited Liability Company
By:
N Jim Davenport
Ti PP¢RrA,E2
Date Executed: q/5)
FOR THE VILLAGE:
VILLAGE OF KEY BISCAYNE, a Florida Municipal Corporation
By:
Andrea Agha' Village Manager
Date Executed: ec 1 e,,0 1
Attest:
yi
L1
Ter Medina, Village Clerk, 9MC
Approved as to Form and Legal Suffic ency
By: ��/�--�--
Weiss Serota Helfman Cole & Bierman, P.L.
Village Attorney
Page 10 of 11
EXHIBIT "A"
SCOPE OF SERVICES
The Scope of Services set forth herein shall collectively be referred to as the "Services."
Specifically, Consultant's Services shall include, but not be limited to, the following:
1. The Consultant agrees to monitor and report on federal legislation, activities, policies and/or
programs of interest to the Village, including those related to the Village and/or which may
impact the Village.
2. Consultant will advise and provide government relations and public affairs related services to
the Village on issues affecting the Village, and work with appropriate policy makers in the
United States Executive and Legislative Branches to facilitate the Village's agenda. In this
role, Consultant shall also assist the Village in its planning, establishing priorities among its
objectives, and developing and implementing strategic plans.
3. The Consultant agrees to provide consulting and representative services for the Village on
specific matters before the United States Executive and Legislative Branches and federal
departments and agencies, as specified herein, and as may be requested or directed and
authorized by the Village Manager, from time to time. The Consultant shall duly register
before each governmental entity as applicable before engaging in any lobbying activities. The
Village shall complete any forms and all forms necessary to comply with applicable lobbyist
registration requirements.
4. Consult and advise, as requested, on Federal budget processes, grant programs, regulatory
programs and legislation, including, but not limited to:
4.1. Developing strategies to obtain and maximize funding for all Federal programs important
to the Village;
4.2. Coordinating funding, legislation and policy related activities with the United States
Congress and Federal agencies and departments;
4.3. Securing appropriate authorizations and funding from the United States Congress and
Federal agencies and departments to implement the Village's projects;
4.4. Maintaining direct and frequent contact with key United States Senators, Representatives
and Federal agencies and departments;
4.5. Advocating Village interests during the United States legislative and regulatory process;
and
4.6. Providing the Village with a written report of activities.
5. Assist the..Vil_lage in identifying, developing and securing fundingfor -projects, including
transportation, wastewater, water, capital improvements and infrastructure projects within the
Village, ar agzpr-ulturaI runoff issues. s 6. Report to age anager and Village Council during budget se onsnd other periods
during which specific appropriations and/or policy legislation relevant to the Village are being
considered and addressed by the United States Executive and Legislative Branches and/or
Federal agenciesand departments.
7. Arrange, facilitate and host all necessary and appropriate meetings by Village officials with
the members and representatives of Congress and representatives of Federal agencies and
departments.
8. Attend staff meetings, workshops or Village Council meetings at the Village Manager's and/or
Village Council's request.
9. Provide ancillary services such as relaying news articles, legislative analyses and important
governmental announcements relevant to the Village's goals, objectives, and interests.
Page 11 of 11