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HomeMy WebLinkAboutAgreement_General_8/10/2023_The P5 Group, LLCVILLAGE OF TEQUESTA AGREEMENT FOR PROFESSIONAL LOBBYING SERVICES This Agreement for Professional Lobbying Services is entered into this ID day of August 2023, effective immediately upon execution by both parties, by and between The P5 Group, LLC., a Florida limited liability company with offices located at 2835 Sherry Brook Lane, Lutz, Florida 33559, hereinafter referred to as the "LOBBYIST" and the Village of Tequesta 345 Tequesta Drive, Tequesta, Florida 33469, hereinafter referred to as the "VILLAGE". WITNESSETH The VILLAGE and the LOBBYIST in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and value of which is hereby acknowledged by both parties hereby agree as follows: 1. SCOPE OF SERVICES: The LOBBYIST shall consult and advise, as requested by the VILLAGE, on all proposed or pending legislation before the Florida Senate and / or Florida House of Representatives in regular session, special session, or committee, as well as regulatory or funding matters before the Governor of Florida, the Governor's Cabinet, Florida State agencies, and / or any other public bodies of the State of Florida on an "as needed" basis as determined in the sole discretion of the VILLAGE, including, but not limited to: a. Closely monitor legislative, regulatory, and policy actions by the State of Florida through interaction with legislative leadership, House and Senate members and their professional staff; and b. Advocate to key legislators and professional staff on issues important to the VILLAGE as directed by the VILLAGE through the Village Manager or Village Council; and c. Plan and coordinate meetings on behalf of the Village Manager and Village Council with key legislators and key professional staff; and d. Provide regular consultation and communication with the Village Manager and / or Village Council as requested by the Village Manager or the Village Council. e. Work on other defined VILLAGE projects as agreed by the parties. f. LOBBYIST has represented to the VILLAGE that Mr. Ken Pruitt will serve as the lobbyist to perform the scope of services contemplated by this Agreement, and the VILLAGE relies upon that representation as inducement and consideration for entering into this Agreement. If at any time Ken Pruitt will no longer serve as the lobbyist to perform the scope of services contemplated by this Agreement, then the VILLAGE may terminate this Agreement immediately notwithstanding the termination provisions of Section 4. below. Page 1 of 7 2 STANDARD OF CARE: The standard of care for all services performed or furnished by the LOBBYIST shall be performed to comparable professional standards in the field by skilled and competent personnel. LOBBYIST hereby represents and warrants that it has and will continue to maintain any required lobbyist registrations, licenses and certification required to conduct business and will at all times conduct business activities in a reputable manner. & INDEPENDENT CONTRACTOR: The LOBBYIST will perform required services on an independent contractor basis and shall be solely responsible for payroll taxes to include, but not be limited to Federal Income Withholding Tax, Workers' Compensation, FICA, and Federal and State Unemployment taxes. The LOBBYIST shall provide verification to the VILLAGE of all required federal, state, county and local licenses and registrations to be used by the LOBBYIST, prior to the commencement of any work or the provision of any services hereunder. 4 TERM: RENEWAL: TERMINATION: This Agreement has a term of one year (12 months) upon being executed by both parties, and upon the LOBBYIST securing the bill sponsorships and projects as directed by the VILLAGE from the VILLAGE'S legislative delegation. At the conclusion of the one year term the Agreement shall continue on a month to month basis under the same terms and conditions, until either renewed upon mutual agreement of the parties, or terminated by either party. In addition to the right of the VILLAGE to terminate this Agreement immediately as set forth in Section 1.f. above, either party may terminate this Agreement at any time with 30 days written notice via certified mail or hand delivery to the other party pursuant to Section 9. below. Upon such termination, the LOBBYIST shall immediately deliver all documents, written information and other materials pertaining to the services provided hereunder to the VILLAGE and shall cooperate in the transition of its duties to appropriate parties at the direction of the VILLAGE. The LOBBYIST shall further assure that its work responsibilities are not compromised and shall maintain the highest standards of ethics during such transition period. a COMPENSATION: The VILLAGE agrees to pay the LOBBYIST for all services performed pursuant to this Agreement at the rate of Five Thousand Dollars ($5,000.00) per month. a SCHEDULE OF PAYMENT: The VILLAGE shall pay the LOBBYIST within 30 days of receipt of an invoice for services rendered during the previous month. 7. INDEMNIFICATION: LOBBYIST shall indemnify, hold harmless, and defend the VILLAGE, its agents, servants, and employees from and against any and all claims, liability, losses, and / or other causes of actions (excluding attorney's fees) which may arise by virtue of any intentional or negligent act or omission of LOBBYIST in performance of the services contemplated by this Agreement. Page 2of7 8 REPRESENTATIONS. WARRANTIES AND COVENANTS: The LOBBYIST hereby represents and warrants to the VILLAGE that: a. It is duly licensed to perform the services contemplated by this Agreement; b. It is aware of the conflict -of -interest laws of the VILLAGE and of the State of Florida, and covenants that the LOBBYIST, and its employees and agents, will fully comply in all material aspects with the terms of said laws; c. It has full power and authority to enter this Agreement and fully perform its obligations hereunder without the need for any further corporate consents or approvals, and that the person executing this Agreement is authorized to execute and deliver it; and d. This Agreement, upon execution, will constitute a valid and binding agreement, enforceable against the LOBBYIST in accordance with its terms. R NOTICE: Notice as required in and by this Agreement shall be sufficient when sent by certified mail or hand delivered to the parties at the following addresses: VILLAGE LOBBYIST Village of Tequesta The P5 Group, LLC 345 Tequesta Drive 2835 Sherry Brook Lane Tequesta, Florida 33469 Lutz, Florida 33559 Attn: Village Manager Attn: Ken Pruitt 10. NON -ASSIGNMENT: The LOBBYIST shall not transfer or assign the performance of services called for in the Agreement without prior written consent of the VILLAGE, which consent may be withheld by the VILLAGE for any or no reason, at the VILLAGE'S sole discretion. 11. INSPECTION OF RECORDS: All of the LOBBYIST'S books and records, as they relate to the compensation paid under this Agreement, must be made available for inspection and/or audits by the VILLAGE, and any other organization conducting reviews for the VILLAGE, upon reasonable notice, throughout the term of the Agreement, or any renewal thereof. In addition, the LOBBYIST must retain all records concerning the compensation paid hereunder in proper order for a minimum of three (3) years following the expiration of the Agreement. The VILLAGE shall have access to such books, records, and documents as required in this section for the purpose of inspection or audit during the three (3) year period. This section shall survive the term of this Agreement, or any renewal thereof. 12 OWNERSHIP OF DOCUMENTS: Any and all documents, records, disks, original drawings, or other information generated or created by LOBBYIST for the provision of services under this Agreement shall become the property of the VILLAGE for its use and/or distribution as may be deemed appropriate by the VILLAGE. Page 3 of 7 11 GOVERNING LAW, VENUE: This Agreement shall be construed and interpreted, and the rights of the parties determined in accordance with Florida law. The parties submit to the jurisdiction of Florida courts and federal courts located in Florida. The parties agree that proper venue for any dispute concerning this Agreement shall be Palm Beach County, Florida, or the Federal Southern District of Florida. The LOBBYIST agrees to waive all defenses to any suit filed in Florida based upon improper venue or forum non-conveniens. 14, LITIGATION: In the event suit is filed to construe or enforce this Agreement, the parties expressly agree that each party will bear its own attorney's fees and costs incurred in connection therewith. 15. WAIVER: Any party's failure to enforce strict performance of any covenant, term, condition, promise, agreement or undertaking set forth in this Agreement shall not be construed as a waiver or relinquishment of any other covenant, term, condition, promise, agreement or undertaking set forth herein, or waiver or relinquishment of the same covenant, term, condition, promise, agreement or undertaking at any time in the future. I& SEVERABILITY: The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability or any other provision of this Agreement and this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision is not contained herein. 17. INSPECTOR GENERAL: Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has jurisdiction to investigate municipal matters, review and audit municipal contracts and other transactions, and make reports and recommendations to municipal governing bodies based on such audits, reviews or investigations. All parties doing business with the VILLAGE shall fully cooperate with the inspector general in the exercise of the inspector general's functions, authority and power. The inspector general has the power to take sworn statements, require the production of records and to audit, monitor, investigate and inspect the activities of the VILLAGE, as well as the LOBBYIST in order to detect, deter, prevent and eradicate fraud, waste, mismanagement, misconduct and abuses. 1& E-VERIFY ELIGIBILITY: LOBBYIST warrants and represents that it is in compliance with Section 448.095, Florida Statutes, as may be amended. LOBBYIST shall: (1) register with and use the E-Verify System (E-Verify.gov) to electronically verify the employment eligibility of all newly hired workers; and (2) verify that all of the LOBBYIST'S subconsultants performing the duties and obligations of this Agreement are registered with and use the E-Verify System to electronically verify the employment eligibility of all newly hired workers. LOBBYIST shall obtain from each of its subconsultants an affidavit stating that the subconsultant does not employ, contract with, or subcontract with an Unauthorized Alien, as that term is defined in Section 448.095(1)(k), Florida Page 4 of 7 Statutes, as may be amended. LOBBYIST shall maintain a copy of any such affidavit from a subconsultant for, at a minimum, the duration of the subcontract and any extension thereof. This provision shall not supersede any provision of this Agreement which requires a longer retention period. The VILLAGE shall terminate this Agreement in accordance with Section 4. above if it has a good faith belief that LOBBYIST has knowingly violated Section 448.09(1), Florida Statutes, as may be amended. If LOBBYIST has a good faith belief that LOBBYIST'S subconsultant has knowingly violated Section 448.09(1), Florida Statutes, as may be amended, the VILLAGE shall notify LOBBYIST to terminate its contract with the subconsultant and LOBBYIST shall immediately terminate its contract with the subconsultant. In the event of such contract termination, LOBBYIST shall be liable for any additional costs incurred by the VILLAGE as a result of the termination. I& PUBLIC RECORDS: In accordance with Sec. 119.0701, Florida Statutes, the LOBBYIST must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described herein. Upon request from the VILLAGE'S custodian of public records, the LOBBYIST must provide the VILLAGE with copies of requested records, or allow such records to be inspected or copied, within a reasonable time in accordance with access and cost requirements of Chapter 119, Florida Statutes. Should LOBBYIST fail to provide the public records to the VILLAGE or fail to make them available for inspection or copying, within a reasonable time, LOBBYIST may be subject to attorney's fees and costs pursuant to Sec. 119.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida Statutes. Further, the LOBBYIST shall ensure that any exempt or confidential records associated with this Agreement or associated with the performance of the work described herein are not disclosed except as authorized by law for the duration of the Agreement term, and following completion of the Agreement if the LOBBYIST does not transfer the records to the VILLAGE. Finally, upon completion of the Agreement, the LOBBYIST shall transfer, at no cost to the VILLAGE, all public records in possession of the LOBBYIST, or keep and maintain public records required by the VILLAGE. If the LOBBYIST transfers all public records to the VILLAGE upon completion of the Agreement, the LOBBYIST shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the LOBBYIST keeps and maintains public records upon completion of the Agreement, the LOBBYIST shall meet all applicable requirements for retaining public records. Records that are stored electronically must be provided to the VILLAGE, upon request from the VILLAGE'S custodian of public records, in a format that is compatible with the VILLAGE'S information technology systems. Page 5 of 7 IF THE LOBBYIST HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE LOBBYIST'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-0443, OR TO ImcwiIIiamsCa_teguesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469. 21). PUBLIC ENTITIES CRIMES: As provided in Sections 287.132-133, Florida Statutes, by entering into this Agreement or performing any work in furtherance hereof, the CONSULTANT certifies that it, its affiliates, suppliers, subcontractors and consultants who will perform hereunder, have not been placed on the convicted vendor list maintained by the State of Florida Department of Management Services within the thirty-six (36) months immediately preceding the date hereof. This notice is required by Section 287.133(3)(a), Florida Statutes. 21. SCRUTINIZED COMPANIES: For Contracts under $1 M, LOBBYIST certifies that it is not on the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes, and that it is not engaged in a boycott of Israel. The VILLAGE may terminate this Agreement at the VILLAGE'S option in accordance with Section 4. above if the LOBBYIST is found to have submitted a false certification as provided under Section 287.135(5), Florida Statutes, if LOBBYIST has been placed on the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes, or if LOBBYIST is engaged in a boycott of Israel. For Contracts over $1 M, LOBBYIST certifies that it is not on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes. LOBBYIST further certifies that it is not engaged in a boycott of Israel, and that it does not have business operations in Cuba or Syria, as similarly provided in Section 287.135, Florida Statutes. The VILLAGE may terminate this Agreement at the VILLAGE'S option in accordance with Section 4. above if the LOBBYIST is found to have submitted a false certification as provided under Section 287.135(5), Florida Statutes, or if LOBBYIST has been placed on one of the aforementioned lists created pursuant to Section 215.4725, Florida Statutes. Additionally, the VILLAGE may terminate this Agreement at the VILLAGE'S option in accordance with Section 4. above if the LOBBYIST is engaged in a boycott of Israel or has been engaged in business operations in Cuba or Syria, as defined in Section 287.135, Florida Statutes. Page 6 of 7 22 ENTIRE AGREEMENT: This seven (7) page Agreement, together with any required licenses, registrations and insurance policies constitutes the entire agreement between the parties; no modification shall be made to this Agreement unless such modification is in writing, agreed to by both parties and attached hereto as an addendum to this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. WITNESS: THE P5 OUP, LLC KE9 PRUITT, Managing Member ATTEST: VILLAGE OF TEQUESTA Lori McWilliams, MMC, Page 7 of 7