HomeMy Public PortalAbout2014-29 Approving agreement with Gomez Barker AssociatesRESOLUTION NO. 2014-29
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, APPROVING
THE PROFESSIONAL LOBBYING CONSULTING
SERVICES AGREEMENT BETWEEN THE VILLAGE OF
KEY BISCAYNE AND GOMEZ BARKER ASSOCIATES,
INC.; PROVIDING FOR IMPLEMENTATION; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Village Council desires to retain the firm of Gomez Barker Associates, a
Florida corporation ("Gomez Barker") to represent the Village of Key Biscayne ("Village") and
advance the Village's goals, objectives and interest before Miami -Dade County; and
WHEREAS, the Village Council finds that approval of the attached Agreement for
lobbying services between Gomez Barker and the Village is in the best interest of the Village.
NOW, THEREFORE, IT IS HEREBY RESOLVED BY THE VILLAGE COUNCIL
OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recitals Adopted. That each of the recitals stated above is hereby adopted
and confirmed.
Section 2. Agreement Approved. That the Professional Lobbying Consulting
Services Agreement between the Village and Gomez Barker (the "Agreement"), in substantially the
form attached hereto, is hereby approved, and the Village Manager and Village Clerk are
authorized, in their respective capacities, to execute the Agreement on behalf of the Village, once
approved by the Village Attorney as to form and legal sufficiency.
Section 3. Implementation. That the Village Manager is hereby authorized to take any
necessary action to implement the purposes of this Resolution and the Agreement.
Section 4. Effective Date. That this Resolution shall be effective immediately upon
adoption hereof
K \Docs\0103\001\37A7849 DOC
PASSED AND ADOPTED this 2°d day of September, 2014.
ATTEST:
VILLAGE CLERK
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
l
VI LA E ATTORNEY
PROFESSIONAL LOBBYING CONSULTING SERVICES AGREEMENT BETWEEN
VILLAGE OF KEY BISCAYNE
AND
GOMEZ BARKER ASSOCIATES, INC.
THIS PROFESSIONAL LOBBYING CONSULTING SERVICES AGREEMENT
(the "Agreement") is made between the VILLAGE OF KEY BISCAYNE, a Florida municipal
corporation (the "Village") and GOMEZ BARKER ASSOCIATES, INC., a Florida
corporation (the "Consultant").
WHEREAS, the Village Council for the Village wishes to engage the Consultant to
monitor legislative action and activities at Miami -Dade County ("County") and the City of
Miami, and to represent the Village and advance the Village's goals, objectives and interests
before administration, Board of County Commissioners and departments and agencies of Miami -
Dade County; and
WHEREAS, the Consultant is ready, willing and able to provide the Village with
Miami -Dade County government professional lobbying services in accordance with the terms
provided herein; and
WHEREAS, the Consultant and the Village, through mutual negotiation, have agreed
upon the Scope of Services and Fee for Professional Lobbying Services for the Village; and
WHEREAS, the Village desires to engage the Consultant to perform the Services
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
The Consultant agrees to monitor and report on County and City of Miami
legislation, activities, policies and/or programs of interest to the Village,
including those related to the Village and/or which may impact the Village
(the "Services").
1.2 The Consultant agrees to provide consulting and representative services for
the Village on specific matters before administration, Board of County
Commissioners and departments and agencies of the County, 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 before engaging in any lobbying activities. The
Village shall complete any forms and all forms necessary to comply with
the lobbyist registration requirements of the County.
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1.3 The Services, specified in Sections 1.1 and 1.2 shall hereinafter be
collectively referred to as the "Services". Specifically, the Services shall
include, but not be limited to, the following:
1.3.1 Assist the Village in identifying, developing and securing funding
for projects, including transportation, wastewater, water, capital
improvements and infrastructure projects within the Village;
1.3.2 Represent the Village's interests before administration, Board of
County Commissioners and departments and agencies of the
County;
1.3.3 Report to the Village Manager and Village Council during budget
sessions and other periods during which specific appropriations
and/or policy legislation relevant to the Village is being considered
and addressed by the Mayor, Board of County Commissioner and/or
a department or agencies of the County;
1.3.4 Arrange, facilitate and host all necessary and appropriate meetings
by Village officials with the Mayor, members of the administration,
members of the Board of County Commissioners and/or
management of Departments, of the County;
1.3.5 Attend staff meetings, workshops or Village Council meetings at the
Village Manager's and/or Village Council's request; and
1.3.6 Provide ancillary services such as relaying news articles, legislative
analyses and important governmental announcements relevant to the
Village's goals, objective and interests.
2. Term/Commencement Date.
2.1 Unless otherwise terminated pursuant to Section 4, this Agreement shall
be effective on the earlier of September 1, 2014 or upon execution by both
parties and shall be renewed automatically for additional one (1) terms on
the anniversary date of this Agreement unless terminated sooner by the
Village Manager or his designee pursuant to Section 4 or notice is
provided by the Village Manager or his designee of the Village's election
not to renew this Agreement for an additional one (1) year term.
3. Compensation and Payment.
3.1 For all of the Services provided by the Consultant as described in Section 1,
the Village shall pay the Consultant monthly compensation of ONE
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THOUSAND FIVE HUNDRED DOLLARS AND NO CENTS ($1,500.00)
throughout the Term or Renewal Term.
3.2 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
by the Village in advance.
3.3 The Consultant shall send the Village a monthly invoice on the first of each
month, and the Village shall render payment within thirty (30) days of
receipt of the invoice.
3.4 Compensation to the Consultant shall payable in accordance with the Florida
Prompt Payment Act.
4. Termination.
4.1 Notwithstanding the provisions of Section 2, either party may terminate
this Agreement at any time upon thirty (30) days advance written notice to
the other party.
4.2 In the event of such termination, the Village shall be obligated to the
Consultant only for the pro -rated monthly compensation incurred prior to the
termination date.
5. Insurance.
5.1 The Consultant shall secure and maintain throughout the duration of this
Agreement insurance of such types and in such amounts as specified
below naming the Village as an additional insured entity, underwritten by
a firm qualified to do business in the State of Florida and have agents upon
whom service of process may be made in the State of Florida. The
insurance coverage shall include a minimum of the following.
5.1.1 Commercial General Liability. Commercial general liability
insurance with limits of liability not less than One Million Dollars
($1,000,000.00).
5.1.2 Worker' s Compensation and Employer' s Liability Insurance.
Workers' Compensation Insurance for statutory limits as required
by applicable State and Federal laws.
5.1.3 Employer's Liability Insurance. Employer's Liability Insurance
shall be provided at the statutory coverage amount with a
minimum of One Hundred Thousand Dollars ($100,000.00) per
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accident. The Consultant shall agree to be responsible for the
employment, conduct and control of its employees and for any
injury sustained by such employees in the course of their
employment.
5.1.4 Business Automobile Liability Insurance. Business Automobile
Liability Insurance with minimum limits of One Million Dollars
($1,000.000.00) per person, per occurrence, combined single limit
for Bodily Injury Liability and Property Damage Liability each.
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 Services
Office, and must include Owned Vehicles, Hired and Non -Owned
Vehicles and Employers' non -Ownership.
5.2 Certificates of insurance shall be provided to the Village at the time of
execution of this Agreement as well as certified copies, as requested. Each
policy certificate shall be endorsed with a provision that not less than
thirty (30) calendar days written notice shall be provided to the Village
before any policy or coverage is cancelled or restricted.
6. Nondiscrimination.
6.1 During the term of this Agreement, the Consultant shall not discriminate
against any of its employees or applicants for employment because of their
race, color, religion, sex, or national origin, and agrees to abide by all
Federal and State laws regarding nondiscrimination
7. Attorneys Fees and Waiver of Jury Trial.
7.1 In the event of any litigation arising out of this Agreement, the prevailing
party 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.
7.2 In the event of any litigation arising out of this Agreement, each party
hereby knowingly, irrevocably, voluntarily and intentionally waives its
right to a trial by jury.
8. Indemnification.
8.1 The 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,
directly caused by the Consultant's negligent acts, errors, or omissions in
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the performance or non-performance of any provisions of this Agreement,
including but not limited to, liabilities arising from contracts between the
Consultant and its employees, volunteers or agents.. The Consultant shall
reimburse the Village for all its expenses including reasonable attorneys'
fees and costs incurred in and about the defense of any claim or
investigation and for any judgment or damages directly caused by the
Consultant's negligent acts, errors, or omissions in the performance or
non-performance of this Agreement.
8.2 The provisions of this Section shall survive termination of this Agreement.
9. Notices/Authorized Representatives.
9.1 Any notices required by this Agreement shall be in writing and shall be
deemed to have been properly given if transmitted by hand -delivery, by
private postal service or by registered or certified mail with postage
prepaid return receipt requested, addressed to the parties (or their
successors) at the following addresses.
For the Village:
With a copy to:
For The Consultant:
10. Governing Law.
John C. Gilbert, Village Manager
Village of Key Biscayne
88 West McIntyre Street
Key Biscayne, Florida 33149
Stephen J. Helfman, Esq.
Weiss Serota Helfman Pastoriza Cole &
Boniske, P.L.
2525 Ponce de Leon Blvd., Suite 700
Coral Gables, Florida 33134
Fausto B. Gomez
Gomez Barker Associates, Inc.
2350 Coral Way, Suite 301
Miami, Florida 33145
10.1 This Agreement shall be construed in accordance with and governed by
the laws of the State of Florida. Exclusive venue for any litigation arising
out of this Agreement shall be in Miami -Dade County or, if in Federal
Court, the Southern District of Florida.
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11. Entire Agreement/Modification/Amendment.
This writing contains the entire Agreement of the parties and supercedes
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.
11.2 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 Agreement.
12. Ownership and Access to Records and Audits.
12.1 The Consultant shall comply with the applicable provisions of Florida'
Public Records Law and Chapter 119, Florida Statutes.
12.2 The Village may cancel this Agreement for refusal by the Consultant to
allow access by the Village Attorney or his designee to any records
pertaining to Services performed under this Agreement that are subject to
the provisions of Chapter 119, Florida Statutes.
13. Non -assignability and Non -Exclusivity
13.1 This Agreement shall not be assignable by the Consultant. Although this
Agreement is with the Consultant, the parties agree that the Village is
relying upon the apparent qualifications and personal expertise of Fausto
B. Gomez, whom is designated by the Consultant as the primary point of
contact 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. This Agreement shall not be subject to assignment by the
Consultant without written permission of the Village Council.
13.2 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 the legislature and
executive branch of the State of Florida and the government of Miami -
Dade County. So as to maximize the benefit to the Village, the Village
Manager and/or his designee shall coordinate representation efforts by
multiple lobbying professionals.
14. Severability.
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14.1 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 terms and provision of this
Agreement shall be valid and be enforceable to the fullest extent permitted
by law.
15. Independent Contractor.
15.1 The Consultant and its employees, volunteers and agents shall be and
remain independent contractors and not agents or employees 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.
15.2 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.
16. Conflict of Interest.
16.1 The Consultant shall not be prohibited from representing or providing 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 determined by the
Village Attorney and Village Council.
16.2 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 obligations to the Village.
17. Compliance with Laws.
17.1 The Consultant shall comply with all applicable laws, ordinances, rules,
regulations, and lawful orders of public authorities relating to the Services.
18. Waiver
18.1 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.
19. Survival of Provisions
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19.1 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, shall remain in full force and effect unless and until the terms
or conditions are completed and shall be fully enforceable by either party.
20. Prohibition Of Contingency Fees.
20.1 The Consultant warrants that it has not employed or retained any company
or person(s), 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 person(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.
21. Counterparts
21.1 This Agreement may be executed in several counterparts, each of which
shall be signed by each party and be deemed an original and such
counterparts shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties, by their respective authorized agents have
executed this Agreement on the respective dates under each signature.
CONSULTANT:
GOMEZ BARKER ASSOCIATES, INC.,
a Florida corporation
By:
Name: Fausto B. Gomez
Title: President
Date Executed:
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Vill ge r ttorney
VILLAGE:
Attest:
Ac ng Vi11ag ler
VILLAGE OF KEY BISCAYNE, a
Florida municipal corporation
Approved as to Form and Legal Sufficiency
for the Sole Use and Benefit of the
Villas e o Key Biscayne:
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