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Item M2BOARD OF COUNTY CONDE,SSIONERS AGENDA ITEM SUAWARY Meeting Date: 4/15109 Division: Attglj2jIMatL9n Bulls Item: 'Yes , x No D ment:_ _ - --AdminlStratum _ s... Staff Contact Person/Phone #: Roman Gastesi. x4441 AGENDA ITRM WORDING: Approval to resclud the Interlocal Agreement between Monroc County and Islamorada, the Village of Islands to share the costs of federal and State lobbyist services to advocate for funding on the subject of wastewater and other Infrastructure projects in the Florida Keys, and approve a new version of the agreement. ITEM BACKGROUND: Islamorada, the Village of Islands, made changes to the origmi al Juterlocal Agreement, These changes include Scctim 2.1.1 on page 2, Section 2.3.2 that starts on page 2 & goes to page 3, Section 2.3.4 & Swion 2.3.5 on page 3. t PREVIOUS RELEVANT BOCC ACTION. - Approval of Interlocal Agreement with dslarnorada, 3/18/09. CONTRACT/AGRTtEWNT CHANGES: Section 2.1.1 on page 2, Section 2.3.2 that starts on page 2 & goes to page 3,1Section 2.3.4 & Section 2.3.5 on page 3. STAFF RECOMMENDATIONS: Ap p r ov a 1. xZJX4 • TOTAL COSST:,INDIRECT COST: _.BUDGETED: Yes No -& COST TO COUNTY; SOURCE OF FUNDS: REVENUE PRODUCING: Yes _ No _, AMOUNT PER MONTH 500 Year APPROVED BY: County Atty ?_OIVtR/Purchasing RiskMannagement DOCUMItNTATION: Included DISPOSITION: Revised 1ro9 Not Required, AGENDA ITEM# 1'1 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Islamorada, 'pillage of Contract # Effective Date: March 13, 2009 Expiration Date: August 31, 2009 Contract Purpose/Description: An Int:erlocal Agreement with Monroe County to share the cost of State Lobbyist services to advocate for funding on the subject of wastewater and other infrastructure ro'ects in the Florida Keys. Contract Manager: Roman Gastesi 4441 County Administrator (Name) (Ext.) (Department/Stop #) for BOCC pleetting on Aril 15, 2009 Agenda Deadline: Aril 8, 2009 CONTRACT COSTS Total Dollar Value of Contract: $ Current Year Portion: $ Budgeted? Yes❑ No ® Account Codes: 001-04597-36691510E Revenue- - Grant: $ County Match: $ N/A ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For. (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Date Out Date In Needed Reviewer Division Director Yes❑ No❑ Risk Management Yes No[poe"'Wo O. .B./Purchasing q Yes❑ No F County Attorney Yes❑ No❑ CommentsL"i `` '' • . �.• for -w...a- w-r♦vi iVit.i 71L. LOBBYING COST SHARING AGREEMENT This Agreement is made and entered into by Monroe County (County), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, FL 33040, and Islamorada, Village of Islands (Islamorada), a municipal corporation of the State of Florida and whose address is 81990 Overseas Highway, Islamorada, Florida 33036, WHEREAS, Chapter 99-395, Laws of Florida, requires that onsite sewage treatment and disposal systems be compliant with regulations for effluent discharge by July 1, 2010; and WHEREAS, Monroe County and Islamorada (the "Parties") are engaged in efforts to provide centralized wastewater treatment plants and collection systems throughout the Florida Keys to meet the 2010 requirements; and WHEREAS, Chapter 2008-49, Laws of Florida (the "Act"), effective July 1, 2008, authorizes the issuance of bonds, and authorizes the provision of funds from the Save Our Everglades Trust Fund over a four-year period for the Keys Wastewater Plan (the "Plan") starting in July 2009; and WHEREAS, it is critical to obtain the full amount of the. State bond monies authorized in order to facilitate the development and construction of wastewater treatment and collection systems at costs that the local property owners can afford; and WHEREAS, the Parties desire to work together through the firm of Tew Cardenas LLP to solicit state support for the Plan through the issuance of bonds and the appropriation of $50,000,000 per year to the Florida Keys, as well as to lobby the Federal Government for support for the Plan, while also taking any such other actions necessary to facilitate the goal of bringing as many developed properties as is economically feasible into centralized wastewater collection and treatment systems; and WHEREAS, the Parties are authorized by Section 163.01(4), Florida Statutes, to enter into an interlocal agreement to carry out their independent powers. IN CONSIDERATION OF the mutual promises and conditions contained herein, the Parties agree as follows: 1. TERM. Subject to and upon the terms and conditions set forth herein, this Agreement shall be effective retroactively to March 13, 2009, and continue through August 31, 2009, unless earlier terminated pursuant to the provisions in Section 11, below. Additionally, the term of this Agreement may be extended for a period of an additional seven months by written notice to the County by the Village Manager subject to the prior approval of the Village Council. 2. OBLIGATIONS OF PARTIES. 2.1 MONROE COUNTY 2.1.1 The County shall contract with the firm of Tew Cardenas LLP, ("Firm") at an amount not to exceed $60,000 per year for the purpose of lobbying the State to issue Everglades Restoration bonds and appropriate the maximum amount each year for wastewater projects and other infrastructure needs in the County and lslamorada and to lobby federal officials to appropriate as much money as they can secure for wastewater projects and other infrastructure needs in the County and lslamorada. 2.1.2 The County may also enter into mirror funding agreements with other governmental agencies or private utilities having responsibility for wastewater collection and treatment in the Florida Keys. 2.2 ISLAMORADA 2.2.1 lslamorada shall pay to County one half of the County's monthly fee for the services of the Firm based upon the amount specified in 2.1.1. Provided further that Islamorada's financial obligation shall not exceed $2,500.00 per month. 2.2.2 Notwithstanding the provisions of Section 2.2.1, should the County enter into sharing agreements with other entities, Islamorada's share in the costs of employing the services of the Firm shall be reduced by an amount proportionate to the number of additional participants. 2.3 SCOPE OF SERVICES The Firm, through its Agreement with the County, shall provide the following services to the Village: 2.3.1 Lobby the Federal Government to appropriate the balance of the $100 Million dollars allocated to the Florida Keys for wastewater infrastructure. 2.3.2 Lobby the State Government to ensure that any State allocation of wastewater funds is used to fund the issuance of Everglades Page 2 of 7 Restoration Bonds for the County and the Village. 2.3.3 Initiate, if necessary, and track any Legislation at the State and/or Federal level pertaining to wastewater funding to ensure that all possible funding sources are available to the County and the Village. 2.3.4 Provide informal reports both oral and written via email to the Village (Manager as are provided to the County Administrator pursuant to the agreement between Firm & County, with a copy to the Village Attorney. Provide formal written reports to the Village as are provided to the County. 2.3.5 Arrange for meetings, primarily in Washington, DC, and also in Tallahassee with appropriate State and Federal officials as necessary. 2.3.5 Any other tasks reasonably related to the goals of the Parties that fall within the expertise of the Firm. , - 3. COMPENSATION. The Parties agree to collectively fund the lobbying costs for wastewater and other infrastructure funding during the term of this agreement. !~Monroe County shall submit invoices to Islamorada for its share of the County's current billing from the Firm with copies of documentation that support the current billing. Payment shall be made by Islamorada pursuant to the Local Government Prompt Payment Act. 4. NO GUARANTEED DISTRIBUTION AMOUNT. The Parties agree that this Agreement does not warrant, or guarantee a set minimum or maximum fixed amount of funding to be made available from the State bonds. 5. RECORDS — ACCESS AND AUDITS. The Parties shall maintain adequate and complete records for a period of four years after each fiscal year allocation. Each of the Parties, its officers, employees, agents and contractors shall have access to each of the Parties' books, records, and documents related to this Agreement upon request. The access to and inspection of such books, records, and documents by the Parties shall occur at any reasonable time. 6. RELATIONSHIP OF PARTIES. The Parties are independent of each other and shall at no time be legally responsible for any negligence on the part of the other Party, its employees, agents or volunteers resulting in either bodily or persona( injury or property damage to any individual, property or corporation. It is understood and agreed that the Firm is acting as an independent contractor and not as an employee of either of the Parties. Furthermore, it is acknowledged that the Firm is not a party to this Agreement and nothing in this Agreement should be construed to create any sort of contractual relationship between Islamorada and the Firm. Page 3 of 7 7. TAXES. The Parties are not subject to taxes and assessments with regard to the funds shared under this Agreement. B. INSURANCE. The Parties to this Agreement stipulate that each entity is a state governmental agency as defined by Florida Statutes and represent to the other that it has purchased suitable Public liability, Vehicle Liability, and Workers` Compensation insurance, or is self -insured, in amounts adequate to respond to any and all claims under federal or state actions for civil rights violations, which are not limited by Florida Statutes Section 768.28 and Chapter 440, as well as any and all claims within the limitations of Florida Statutes Section 768.28 and Chapter 440, as well as any and all claims within the limitations of Florida Statutes arising out of the activities governed by this Agreement. Each party agrees to keep in full force and effect the required insurance coverage during the term of this Agreement. 9. HOLD HARMLESS, To the extent allowed by law, each Party is liable for and must fully defend, release, discharge, Indemnify and hold harmless the other party, the members of their governing boards, officers and employees, agents and contractors, from and against any and all claims, demands, causes of action, losses, costs and expenses of whatever type - including investigation and witness costs and expenses and attorneys' fees and costs - that arise out of or are attributable to the operations under this Agreement except for those claims, demands, damages, liabilities, actions, causes of action, losses, costs and expenses that are the result of the sole negligence or malfeasance of the respective Party. The purchase of the insurance required under this Agreement does not release , or vitiate any Party's obligations under this Section. No Party waives any of its sovereign immunity rights, including but not limited to, those expressed in Section 768.28, Florida Statutes. 10. NON-DISCRIMINATION. The Parties, each for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination for the services contemplated in this Agreement. The Parties agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. The Parties agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC S. 794), which prohibits discrimination on the basis of handicaps; 4 The amended (42 USC ss. 6101-6107) which prohibits discrimination ��m� Act of 1 �75, as Drug Abuse Office and Treatment Act of 1972 (PL 92-255 oas amn the ends of age; 5) The ), ended, relating to Page 4 of 7 nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title Bill of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Ch. 13, Art. VI, prohibiting discrimination on the bases of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) any other nondwi lmination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 11. TERMINATION. 11.1 For Cause. Notwithstanding the provisions of Section 1 of this Agreement, any party may terminate this Agreement for cause after giving to the breaching Party at least ninety (90) days written notice of the breach, and allowing the allegedly breaching Party a period of forty-five (45) days within which to cure said breach. Failure to cure the breach shall be noticed by the non breaching Party in writing and provided to the breaching party at least twenty (20) days prior to the termination date. A breach of this Agreement shall occur if any Party changes its percentage allot 6tion as agreed to in the Plan without the written approval of all the parties to this Agreement. 11.2 Without Cause. Further, either party may terminate this agreement without cause upon giving the other party thirty (30) days written notice prior to termination. 12. ASSIGNMENT. No Party may assign this Agreement or assign or subcontract any of its obligations under this Agreement without the approval of the governing boards of the other Parties. All the obligations of this Agreement will extend to and bind the legal representatives, successors and assigns of the all Parties. 13. SUBORDINATION. This Agreement is subordinate to the laws and regulations of the United Stages, and the State of Florida, whether in effect on commencement of this Agreement or adopted after that date. 14. INCONSISTENCY. If any item, condition or obligation of this Agreement is in conflict with other items in this Agreement, the inconsistencies shall be construed so as to give meaning to those terms which limit the parties' responsibility and liability. 15. GOVERNING LAWS/VENUE AND ATTORNEY FEES. This Agreement is governed by the laws of the State of Florida and the United States. Venue for any dispute arising under this Agreement must be in Monroe County, Florida. In the event of any Page 5 of 7 litigation, the prevailing party is entitled to a reasonable attorney's fee and costs. 16. ETHICS CLAUSE. Each party warrants that it has not employed, retained or otherwise had act on its behalf any former County officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision, the County may, in its discretion, terminate this agreement without liability and may also, in its discretion, recover the full amount of any fee, commission, percentage, gift or consideration paid to the former County officer or employee. 17. CONSTRUCTION. This Agreement has been carefully reviewed by the Parties. Therefore, this Agreement is not to be construed against any party on the basis of authorship. 18. NOTICES. Notices in this Agreement, unless otherwise specified, must be sent by certified mail to the following: COUNTY: ISLAMORADA: County Administrator Village Manager 1100 Simonton Street P.O. Box 568 Key West, FL 33040 Islamorada, FL 33036 19. NON -RELIANCE BY NON-PARTIES. No person or entity shall be entitled to rely upon the terms, of this Agreement to enforce or attempt to enforce any third - party claim or entitlement or benefit of any service or program contemplated hereunder, and each party agrees that neither the party nor any officer, agent, or employee of the Party shall have the authority to inform, counsel or otherwise indicate that any particular individual or groups of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, Inferior to or superior to the community in general or for the purposes contemplated under this Agreement. 20. FULL UNDERSTANDING. This Agreement is the parties' final mutual understanding regarding the subject matter hereof. 1 t replaces any earlier agreements or understandings, whether written or oral. This Agreement cannot be modified or replaced except by another written and signed agreement. N WITNESS WHEREOF, each Party has caused this Agreement to be executed by its duly authorized representative. [Remainder of page intentionally left blank] Page 6 of 7 (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK (SEAL) ATTEST: By: Clerk Deputy Cler BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By: k MONROE COUNTY ATTORN y Mayor A P OVEC AS T UZA€ NE A. TI TON �----COu���F7�'" HEY ISLAMORADA.. VILLAGE OF ISLANDS By: Village Manager APPROVED AS TO FORM AND LEGALITY FOR THE USE AND BENEFIT OF ISLAMORADA, VILLAGE OF ISLANDS: VILLAGE ATTORNEY Weiss, Serota, Hoffman, Pastoriza, Cale & Boniske, P.L. F:1400\4360011Agreements\Lobbying Cost Sharing Agreement Revised by NB and MG Clean- MS comments 3-20-09.rtf Page 7 of 7 Page 1 -)f I Peters -Katherine From: Peters -Katherine Sent: Monday, April 13, 2009 4:36 PM To: County Administrator; County Commissioners and Aides Cc: 'Belle Desantis'; Cyr -Connie; Hutton -Suzanne Subject: REVISED BACK-UP ILA w Islamorada Item M-2 - BOCC 4/15/09 Attachments: M2 REVISED BACKUP Islarnorada VOI lobbying cost sharing (added per month) 4 13 09.pdf Good afternoon — per the County Attorney's email to you earlier today (below), attached please find the Revised Agenda Back -Up for Item M-2, BOCC 4/15/09 which now contains a copy of the stamped final version of the ILA, incorporating all of the changes detailed below by the County Attorney. Hard copies will be distributed at the meeting. Thank you. Kathy Peters for: Suzanne A. Hutton County Attorney From: Hutton -Suzanne Sent: Monday, April 13, 2009 9:02 AM To: County Administrator; County Commissioners and Aides Cc: Peters -Katherine; Belle Desantis Subject: ILA w Islamorada Item M-2 Commissioners: Islamorada altered the agreement which was previously approved by the BOCC for sharing costs of lobbyist Tew Cardenas, primarily to provide for reports to Islamorada and clarifying the purpose to specifically include getting funding for Islamorada as well as Monroe County. That version was placed on the original agenda. A modified version should have been placed in the revised agenda packet to modify the reporting to be duplication of the same reports provided to the County Administrator so that we do not have to also amend the Tew Cardenas agreement. After that version was sent out, both Tina Boan & the Islamorada attorney noted that the words "per Month" should be included in the payment paragraph_ The attached version, which will be provided in hard copy at the meeting, reflects all of those changes. Saga~ ff. qu#m County Attorney Monroe County PO Box 1026 Key West, FI. 33041-1026 305-292-3470 4/13/2009 effective retroactively to !'March 13, 2009, and continue through August 31, 2009, unless earlier terminated pursuant to the provisions in Section 11, below. Additionally, the term of this Agreement may be extended for a period of an additional seven months by written notice to the County by the Village Manager subject to the prier approval of the Village Council. 2. OBLIGATIONS OF PARTIES. 2.1 MONROE COUNTY 2.1.1 The County shall contract with the firm of Tew Cardenas LLP, ("Firm") at an amount not to exceed $60,000 per year for the purpose of lobbying the State to issue Everglades Restoration bonds and appropriate the maximum amount each year for wastewater projects and other infrastructure needs in the County and Islamorada and to lobby federal officials to appropriate as much money as they can secure for wastewater projects and other infrastructure needs in the County and Islamorada. 2.1.2 The County may also enter into mirror funding agreements with other governmental agencies or private utilities having responsibility for wastewater collection and treatment in the Florida Keys. 2.2 ISLAMORADA 2.2.1 Islamorada shall pay to County one half of the County's monthly fee for the services of the Firm based upon the amount specified in 2.1.1. Provided further that Islamorada's financial obligation shall not exceed $2, 500.00 per month. 2.2.2 Notwithstanding the provisions of Section 2.2.1, should the County enter into sharing agreements with other entities, Islamorada's share in the costs of employing the services of the Firm shall be reduced by an amount proportionate to the number of additional participants. 2.3 SCOPE OF SERVICES The Firm, through its Agreement with the County, shall provide the following services to the Village: 2.3.1 Lobby the Federal Government to appropriate the balance of the $100 Million dollars allocated to the Florida Keys for wastewater infrastructure. 2.3.2 Lobby the State Government to ensure that any State allocation of wastewater funds is used to fund the issuance of Everglades Page 2 of 7 LOBBYING COST SHARING �1�MENT This Agreement is made and entered into by Monroe County (County), a political subdivision of the State of Florida, whose address Is 1100 Simonton Street, Key West, FL 33040, and Islamorada, Village of Islands (Islamorada), a municipal -corporation of the State of Florida and whose address is 81990 Overseas Highway, Islamorada, Florida 33036. WHEREAS, Chapter 99-395, Laws of Florida, requires that onsite sewage treatment and disposal systems be compliant with regulations for effluent discharge by July 1, 2010; and . WHEREAS, Monroe County and Islamorada (the "Parties") are engaged In efforts to provide centralized wastewater treatment plants and collection systems throughout the Florida Keys to meet the 2010 requirements; and WHEREAS, Chapter 2008-49, Laws of Florida (the "Act"), effective July 1, 2008, authorizes the issuance of bonds, and authorizes the provision of funds from the Save Our Everglades Trust Fund over a four-year period for the Keys Wastewater Plan (the "Plan) starting In July 2009; and WHEREAS, it Is critical to obtain the full amount of the, State bond monies authorized in order to facilitate the development and construction of wastewater treatment and collection systems at costs that the local property owners can afford; and WHEREAS, the Parties desire to work together through the firm of Tew Cardenas LLP to solicit state support for the plan through the issuance of bonds and the appropriation of $50,000,000 per year to the Florida Keys, as well as to lobby the Federal Government for support for the Plan, while also taking any such other actions necessary to facilitate the goal of bringing as many developed properties as is economically feasible Into centralized wastewater collection and treatment systems; and WHEREAS, the Parties are authorized by Section 163.01(4), Florida Statutes, to enter into an interlocal agreement to carry out their independent powers. IN CONSIDERATION OF the mutual promises and conditions contained herein, the Parties agree as follows: 1. TERM. Subject to and upon the terms and conditions set forth herein, this Agreement shall be effective retroactively to March 13, 2009, and continue through August 31, 2009, unless earlier terminated pursuant to the provisions in Section 11, below. Additionally, the term of this Agreement may be extended for a period of an additional seven months by written notice to the County by the Village Manager subject to the prior approval of the Village Council. 2. OBLIGATIONS OF PARTIES. 2.1 MONROE COUNTY 2.1.1 The County shall contract with the firm of Taw Cardenas LLP, ('Firm') at an amount not to exceed $60,000 per year for the purpose of lobbying the State to issue Everglades Restoration bonds and appropriate the maximum amount each year for wastewater projects and other Infrastructure needs In the County and Islamorada and to lobby federal officials to appropriate as much money as they can secure for wastewater projects and other infrastructure needs in the County and lslamorada. 2.1.2 The County, may also enter into mirror funding agreements with other governmental agencies or private utilities having responsibility for wastewater collection and treatment in the Florida Keys. 2.2 ISLAMORADA 2.2.1 islddmorada shall pay to County one half of the County's monthly fee for the services of the Firm based upon the amount specified in 2.1.1. Provided further that Islamorada's financial obligation shall not exceed $2,500.00r er &,@ A if 4, �-. 2.2.2 Notwithstanding the provisions of Section2.1, should the County enter into sharing agreements with other entities, Islamorada's share in the costs of employing the services of the Finn shall be reduced by an amount proportionate to the number of additional participants. 2.3 SCOPE OF SERVICES The Firm, through its Agreement with the County, shall provide the following services to the Village: 2.3.1 Lobby the Federal Government to appropriate the balance of the $100 Million dollars allocated to the Florida Keys for wastewater Infrastructure. 2.3.2 Lobby the State Government to ensure that any State allocation of wastewater funds is used to fund the issuance of Everglades Page, 2of7 Restoration Bonds for the County and the Village. 2.3.3 Initiate, if necessary, and track any Legislation at the State and/or Federal level pertaining to wastewater funding to ensure that all possible funding sources are available to the County and the Village. 2.3.4 . Provide informal reports bath oral and written via email to the Village Manager as are provided to the County Administrator pursuant to the agreement between Firm & County, with a copy to the Village Attorney. Provide formal written reports to the Village as are provided to the County. 2.3.5 Arrange for meetings, primarily in Washington, DC, and also in Tallahassee with appropriate State and Federal officials as necessary. 2.3.6 Any other tasks reasonably related to the goals of the Parties that fall within the expertise of the Firm. • 3. COMPENSATION. The Parties agree to collectively fund the lobbying costs for wastewater and other Infrastructure funding during the term of this agreement. Monroe County shall submit Invoices to Islamorada for its share of the Countys current billing from the Firm with copies of documentation that support the current billing. Payment shall be made by Islamorada pursuant to the Local Government Prompt Payment Act. 4. NO GUARANTEED DISTRIBUTION AMOUNT. The Parties agree that this Agreement does not warrant, or guarantee a set minimum or maximum fixed amount of funding to be made available from the State bonds. 5. RECORDS -- ACCESS AND AUDITS. The Parties shall maintain adequate and complete records for a period of four years after each fiscal year allocation. Each of the Parties, its officers, employees, agents and contractors shall have access to each of the Parties' books, records, and documents related to this Agreement upon request. The access to and inspection of such books, records, and documents by the Parties shall occur at any reasonable time. 6. RELATIONSHIP OF PARTIES. The Parties are independent of each other and shall at no time be leerily responsible for any negligence on the part of the other Party, its employees, agents or volunteers resulting in either bodily or personal injury or property damage to any Individual, property or corporation. it is understood and agreed that the Firm is acting as an Independent contractor and not as an employee of either of the Parties. Furthermore, it is acknowledged that the Firm Is not a party to this Agreement and nothing in this Agreement should be construed to create any sort of contractual relationship between Islamorada and the Firm. Page 3 of 7 7. 'TAXES. The Parties are not subject to taxes and assessments with regard to the funds shared under this Agreement. 8. INSURANCE. The Parties to this Agreement stipulate that each entity is a state governmental agency as defined by Florida Statutes and represent to the other that it has purchased suitable Public Liability, Vehicle Liability, and workers' Compensation insurance, or is self -insured, in amounts adequate to respond to any and all claims under federal or state actions for civil rights violations, which are not limited by Florida Statutes Section 768.28 and Chapter 440, as well as any and all claims within the ftiiations of Florida Statutes Section 768.28 and Chapter 440, as well as any and all claims within the limitations of Florida Statutes arising out of the activities governed by this Agreement. Each party agrees to keep in full force and effect the required insurance coverage during the term of this Agreement. 9. HOLD HARMLESS. To the extent allowed by law, each Party is liable for and must fully defend, release, discharge, indemnify and hold harmless the other party, the members of their governing boards, officers -and employees, agents and contractors, from -and against any and all claims, demands, causes of action, losses, costs and expenseq of whatever type - including investigation and witness costs and expenses and at(orineys' fees and costs - that arise out of or are attributable to the operations under this Agreement except for those claims, demands, damages, liabilfties, actions, causes of action, losses, costs and expenses that are the result of the sole negligence or malfeasance of the respective Party; The purchase of the insurance required under this Agreement does not release or vitiate any Party's obligations under this Section. No Party waives any of its sovereign immunity rights, Including but not limited to, those expressed In Section 768.28, Florida Statutes. 10. NON-DISCRIMINATION. The Parties, each for itself, its personal representatives, successors In interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that no person on the grounds of race, color, or national origin shall be excluded from pardon in, denied the benefits of, or be otherwise subjected to discxir kmfion for the services Mtsmpiaied In this Agreement. The Parties agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has o=m)d, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. The Parties agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 197Z as amended (20 USC ss. 1681-1683, and 16W1686), which prohibits discrimination on the basis of sW 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimlixAm on the balls of age; 5) The Page 4 of 7 Drug AbWe Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or aievholisfn; 7) The Public Neaith Service Act of 1912, as. 523 and 527 (42 USC ss. 690dd-3 and 290ee,3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title vlll of the Civil Rights Act of 1968 (42 USC s. at seq.), as amended, relating to nondiscft1hation In the sale, rend or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Ch. 13, Art.. V1, prohibiting discrimination on the bases of race, color, sex, religion, disability, national origin, ancestry, wajal orientation, gender identity or eVresslon, famillistl sous or age; and 11) any other nondiscrimination provisions In any Federal or state statutes which may apply to the parties tD, or the subject matter of, this AW=Twa - 11. TERNHNATION. t.: 11.1 For Cause. Notwithstanding the provisions of Section 1 of this Agreement, any, party may terminate this Agreement for cause after giving to the breaching Party at least ninety (90) days written notice of the breach, and allowing the allegedly breaching Party a period of forty-five (45) days within which to cure said breach. Failure to cure the breach shall be noticed by the non breaching Party in writing and provided to the breaching party at least twenty (20) days prior to the termination date. A breach of this Agreement shall occxR if any Party changes its percentage allocation as agreed to in the Plan without the written approval of all the parties to this Agreement. 11.2 Without Cause. Further, either party may terminate this agreement without cause upon giving the other party thirty (30) days written notice prior to termination. 12. ASSIGNMENT. No Party may assign this Agreement or assign or subcontract any of its obligations under this Agreement without the approval of the governing boards of the ocher Parties. All the obligations of this Agreement will extend to and bind the legal r�eprtives, successors and assigns of the all Parties. 13. SUBORDINATION. This Agreement is subordinate to the laws and regulations of the United States, and the State of Florida, whether In effect on commencement of this Agreement or adopted after that date. 14. INCONSISTENCY. if any item, condition or obligation of this Agreement is in conflict with other interns in this Agreement, the inconsistencies shall be construed so as to give meaning to those terms which limit the parties' responsibility and liability. 15. GOVERNING LAWS/VENUE AND ATTORNEY FEES. This Agreement is governed by the laws of the Stake of Florida and the United States. Venue for any dispute Page 5 of 7 arising under this Agreement must be in Monroe County, Florida. in the event of any litigation, the prevailing party is entitled to a reasonable attorneys fee and costs. 16. ETHICS CLAUSE. Each party warrants that it has not employed, retained or otherwise had act on its behalf any former County officer or employee subject to the prohibition of Section 2 of Ordinance No. 0 10- 1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision, the County may, in its discretion, terminate this agreement without liability and may also, in its discretion, recover the full amount of any fee, commission, percentage, gift or consideration paid to the former County officer or employee. 17. CONSTRUCTION. This Agreement has been carefully reviewed by the Parties. Therefore, this Agreement is not to be construed against any party on the basis of authorship. 18. NOTICES. Notices in this Agreement, unless otherwise specified, must be sent by certified mail to the following: Cum ISLAM_ ORAD�A: County Administrates. Village Manager 1100 Simonton Street P.O. Box sm Key West, FL 33040 Islamorada, FL 33036 19. NON-RELIANCrE BY NON-PARTIES. No person or en tity shall be entitled to rely upon the terms, of this Agreement to enforce or attempt to enforce any third - party claim or entitlement or benefit of any service or program contemplated hereunder, and each party agrees that neither the party nor any officer, agent,, or employee of the Party shah have the authority to inform, counsel or otherwise Indicate that any particular individual or groups of Individuals, entity or entities, have entitlements or benefice under this Agreement separate and apart, inferior to or superior to the community In general or for the purposes contemplated under this Agreement. 20. FULL UNDERSTANDING. This Agreement is the parties` final mutual understanding regarding the subject matter hereof. It replaces any earlier agreements or understandings, whether written or oral. This Agreement cannot be modified or replaced except by another written and signed agreement 1 N WITNESS WHEREOF, each Party has caused this Agreement to be executed by its duly authorized representative. [Remainder of page intent onally left blank] Page 6 of 7 (SEAL) BOARD OF COUNTY COMMISSIONERS ATTEST: DANNY L. KOLHAGE, CLERK OF MONROE COUNTY, FLORIDA By: BY: Deputy Clerk Mayor MONROE COUNTY ATTOR EY A"OVED AS TO NNE A. HU ON (SEAL) ISLAMORADA, VILLAGE OF ISLANDS ATTEST: Y By: By: - Clerk Village Manager APPROVED AS TO FORM AND LEGALITY FOR THE USE AND BENEFIT OF ISLAMORADA, VILLAGE OF ISLANDS: VILLAGE ATTORNEY Wells, SeroM, Heilman, Pastoriza, C018 & Boniske, P.L. F taoa14MW1 ftfflW enW4-QbWM Coat 8W„ g Agmwwd Reed by W end Me Ctean- MS commo* "0-09xg Page 7 of 7 LOBBYING COST SHARING , G„R, UM,, ENT This Agreement is made and entered into by Monroe County (County), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, FL 33040, and Islamorada, Village of islands (Islamorada), a municipal corporation of -the State of Florida and whose address is 81990 Overseas Highway, Islamorada, Florida 33036. . WHEREAS, Chapter 99-395, Laws of Florida, requires that onsite sewage treatment and disposal systems be compliant with regulations for effluent discharge by July 1, 2010; and WHEREAS, Monroe County and Islamorada (the "Parties") are engaged in efforts to provide centralized wastewater treatment plants and collection systems throughout the Florida Keys to meet the 2010 requirements; and WHEREAS, Chapter 2008-49, Laws of Florida (the "Act"), effective July 1, 2008, authorizes'the" issuance of bonds, and authorizes the provision of funds from the Save Our Everglades Trust Fund over a four-year period for the Keys Wastewater Plan (the "Plan") starting in July 2009; and WHEREAS, it Is critical to obtain the full amount of the State bond monies authorized in order to facilitate the development and construction of wastewater treatment and collection systems at costs that the local property owners can afford; and WHEREAS, the Parties desire to work together through the firm of Tew Cardenas LLP to solicit state support for the Plan through the issuance of bonds and the appropriation of $50,000,000 per year to the Florida Keys, as well as to lobby the Federal Government for support for the Plan, while also taking any such other actions necessary to facilitate the goal of bringing as many developed properties as is economically feasible Into centralized wastewater collection and treatment systems; and WHEREAS, the Parties are authorized by Section 163.01(4), Florida Statutes, to enter into an interiocai agreement to carry out their independent powers. IN CONSIDERATION OF the mutual promises and conditions contained herein, the Parties agree as follows: 1. TERM. Subject to and upon the terms and conditions set forth herein, this Agreement shall be - effective Letroactly, ely . to March 13, 2009, and continue through August. 31, 2009, unless earlier terminated pursuant to the provisions in Section 11, below. Additionally, the terra of this Agreement may be extended for a period of an additional. severe months by written notice to the County by the Village Manager subject to the prior approval of the village Council. 2. OBLIGATIONS OF PARTIES. 2.1 MONROE COUNTY 2.1.1 The County shall contract with the firm of Taw Cardenas LLP, ("Firm") at an amount not to exceed $60,000 per year for the purpose of lobbying the State to issue Everglades Restoration bonds and appropriate the maximum amount each year for wastewater projects and other infrastructure needs in the County and isiamorada and to lobby federal officials to appropriate as much money as they can secure for wastewater projects and other Infrastructure needs In the County and Islamo ada. 2.1.2 The County, . may also enter Into mirror funding agreements with other governmental ads ides or private utilities having responsibility for wastewater collection and treatment in the Florida Keys. 2.2 ISLAMORADA 2.2.1 Islamorada shall pay to County one half of the County's monthly fee for the services of the Finn based upon the amount -spwAed In 2.1.1. Provided further that Islamorada's financial obligation shall not exceed $2,500.00. 2.2.2 Notwithstanding the provisions of Section 2.2.1, should the County enter into sharing agreements with other entities, Islamorada's share In the casts of employing the services of the Firm shall be reduced by an amount proportionate to the number of additional participants. 2.3 SCOPE OF SERVICES The Firm, through its Agreement with the County, shall provide the following services to the village: 2.3.1 Lobby the Federal Government to appropriate the balance of the $100 Million dollars allocated to the Florida Keys for wastewater Infrastructure. 2.3.2 Lobby the State Government to ensure that any State allocation of wastewater funds Is used to fund the issuance of Everglades Page 2 of 7 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: 4/15/09 Division: Administration Bulk Item: Yes x No _ Department: Administration Staff Contact Person/Phone #: Roman Gastesi, x4441 AGENDA ITEM WORDING: Approval to rescind the Interlocal Agreement between Monroe County and Islamorada, the Village of Islands to share the costs of federal and State lobbyist services to advocate for funding on the subject of wastewater and other infrastructure projects in the Florida Keys, and approve a new version of the agreement. ITEM BACKGROUND: Islamorada, the Village of Islands, made changes to the original Interlocal Agreement. These changes include Section 2.1.1 on page 2, Section 2.3.2 that starts on page 2 & goes to page 3, Section 2.3.4 & Section 2.3.5 on page 3. PREVIOUS RELEVANT BOCC ACTION: Approval of Interlocal Agreement with Islamorada, 3/18/09. CONTRACT/AGREEMENT CHANGES: Section 2.1.1 on page 2, Section 2.3.2 that starts on page 2 & goes to page 3, Section 2.3.4 & Section 2.3.5 on page 3. STAFF RECOMMENDATIONS: ,L0-! P.: A; S ✓err,`0 A M I [ Y EJ e 0 Cq,-d 'YR i Conl,-act 4v ie Garne-rL CGS' . TOTAL COST: INDIRECT COST: BUDGETED: Yes No X COST TO COUNTY: SOURCE OF FUNDS: REVENUE PRODUCING: Yes X No _ AMOUNT PER MONTH 2 500 Year. APPROVED BY: County Atty OMB/Purchasing Risk Management DOCUMENTATION: Included DISPOSITION: Revised E/09 Not Required AGENDA ITEM # MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Islamorada, Village of Contract # Effective Date: March 13, 2009 Expiration Date: August 31, 2009 Contract Purpose/Description: An Interlocal Agreement with Monroe County to share the cost of State Lobbyist services to advocate for funding on the subject of wastewater and other infrastructure projects in the Florida Keys. Contract Manager: Roman Gastesi 4441 County Administrator (Name) (Ext.) (Department/Stop #) for BOCC meeting on April 15, 2009 Agenda Deadline: April 8, 2009 CONTRACT COSTS Total Dollar Value of Contract: $ Current Year Portion: $ Budgeted? Yes❑ No ® Account Codes: 001-04597-366915IOE Revenue - Grant: $ - - - - County Match: $ N/A - - - - Estimated Ongoing Costs: $_ (Not included in dollar value above ADDITIONAL COSTS /yr For: CONTRACT REVIEW etc. Changes Date Out Date In Needed Reviewer Division Director Yes[:] No❑ Risk Management Yes❑ NoE24-T-� O.M.B./Purchasing Q 1 Yes[:] Nom County Attorney Yes❑ No❑ Comments* OMB Form Revised 2/27/01 MCP #2 LOBBYING COST SHARING AGREEMENT This Agreement is made and entered into by Monroe County (County), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, FL 33040, and Islamorada, Village of Islands (Islamorada), a municipal corporation of the State of Florida and whose address is 81990 Overseas Highway, Islamorada, Florida 33036. WHEREAS, Chapter 99-395, Laws of Florida, requires that onsite sewage treatment and disposal systems be compliant with regulations for effluent discharge by July 1, 2010; and WHEREAS, Monroe County and Islamorada (the "Parties") are engaged in efforts to provide centralized wastewater treatment plants and collection systems throughout the Florida Keys to meet the 2010 requirements; and WHEREAS, Chapter 2008-49, Laws of Florida (the "Act"), effective July 1, 2008, authorizes the issuance of bonds, and authorizes the provision of funds from the Save Our Everglades Trust Fund over a four-year period for the Keys Wastewater Plan (the "Plan") starting in July 2009; and WHEREAS, it is critical to obtain the full amount of the State bond monies authorized in order to facilitate the development and construction of wastewater treatment and collection systems at costs that the local property owners can afford; and WHEREAS, the Parties desire to work together through the firm of Tew Cardenas LLP to solicit state support for the Plan through the issuance of bonds and the appropriation of $50,000,000 per year to the Florida Keys, as well as to lobby the Federal Government for support for the Plan, while also taking any such other actions necessary to facilitate the goal of bringing as many developed properties as is economically feasible into centralized wastewater collection and treatment systems; and WHEREAS, the Parties are authorized by Section 163.01(4), Florida Statutes, to enter into an interlocal agreement to carry out their independent powers. IN CONSIDERATION OF the mutual promises and conditions contained herein, the Parties agree as follows: 1. TERM. Subject to and upon the terms and conditions set forth herein, this Agreement shall be effective retroactively to March 13, 2009, and continue through August 31, 2009, unless earlier terminated pursuant to the provisions in Section 11, below. Additionally, the term of this Agreement may be extended for a period of an additional seven months by written notice to the County by the Village Manager subject to the prior approval of the Village Council. 2. OBLIGATIONS OF PARTIES. 2.1 MONROE COUNTY 2.1.1 The County shall contract with the firm of Tew Cardenas LLP, ("Firm") at an amount not to exceed $60,000 per year for the purpose of lobbying the State to issue Everglades Restoration bonds and appropriate the maximum amount each year for wastewater projects and other infrastructure needs in the County and Islamorada and to lobby federal officials to appropriate as much money as they can secure for wastewater projects and other infrastructure needs in the County and Islamorada. 2.1.2 The County, may also enter into mirror funding agreements with other governmental agencies or private utilities having responsibility for wastewater collection and treatment in the Florida Keys. 2.2 ISLAMORADA 2.2.1 Islamorada shall pay to County one half of the County's monthly fee for the services of the Firm based upon the amount specified in 2.1.1. Provided further that Islamorada's financial obligation shall not exceed $2,500.00rer ik"4A,50/- 2.2.2 Notwithstanding the provisions of Section .2.1, should the County enter into sharing agreements with other entities, Islamorada's share in the costs of employing the services of the Firm shall be reduced by an amount proportionate to the number of additional participants. 2.3 SCOPE OF SERVICES The Firm, through its Agreement with the County, shall provide the following services to the Village: 2.3.1 Lobby the Federal Government to appropriate the balance of the $100 Million dollars allocated to the Florida Keys for wastewater infrastructure. 2.3.2 Lobby the State Government to ensure that any State allocation of wastewater funds is used to fund the issuance of Everglades Page 2 of 7 Restoration Bonds for the County and the Village. 2.3.3 Initiate, if necessary, and track any Legislation at the State and/or Federal level pertaining to wastewater funding to ensure that all possible funding sources are available to the County and the Village. 2.3.4 Provide informal reports both oral and written via email to the Village Manager as are provided to the County Administrator pursuant to the agreement between Firm & County, with a copy to the Village Attorney. Provide formal written reports to the Village as are provided to the County. 2.3.5 Arrange for meetings, primarily in Washington, DC, and also in Tallahassee with appropriate State and Federal officials as necessary. 2.3.6 Any other tasks reasonably related to the goals of the Parties that fall within the expertise of the Firm. 3. COMPENSATION. The Parties agree to collectively fund the lobbying costs for wastewater and other infrastructure funding during the term of this agreement. Monroe County shall submit invoices to Islamorada for its share of the County's current billing from the Firm with copies of documentation that support the current billing. Payment shall be made by Islamorada pursuant to the Local Government Prompt Payment Act. 4. NO GUARANTEED DISTRIBUTION AMOUNT. The Parties agree that this Agreement does not warrant, or guarantee a set minimum or maximum fixed amount of funding to be made available from the State bonds. 5. RECORDS — ACCESS AND AUDITS. The Parties shall maintain adequate and complete records for a period of four years after each fiscal year allocation. Each of the Parties, its officers, employees, agents and contractors shall have access to each of the Parties' books, records, and documents related to this Agreement upon request. The access to and inspection of such books, records, and documents by the Parties shall occur at any reasonable time. 6. RELATIONSHIP OF PARTIES. The Parties are independent of each other and shall at no time be legally responsible for any negligence on the part of the other Party, its employees, agents or volunteers resulting in either bodily or personal injury or property damage to any individual, property or corporation. It is understood and agreed that the Firm is acting as an independent contractor and not as an employee of either of the Parties. Furthermore, it is acknowledged that the Firm is not a party to this Agreement and nothing in this Agreement should be construed to create any sort of contractual relationship between Islamorada and the Firm. Page 3 of 7 7. TAXES. The Parties are not subject to taxes and assessments with regard to the funds shared under this Agreement. 8. INSURANCE. The Parties to this Agreement stipulate that each entity is a state governmental agency as defined by Florida Statutes and represent to the other that it has purchased suitable Public Liability, Vehicle Liability, and Workers' Compensation insurance, or is self -insured, in amounts adequate to respond to any and all claims under federal or state actions for civil rights violations, which are not limited by Florida Statutes Section 768.28 and Chapter 440, as well as any and all claims within the limitations of Florida Statutes Section 768.28 and Chapter 440, as well as any and all claims within the limitations of Florida Statutes arising out of the activities governed by this Agreement. Each party agrees to keep in full force and effect the required insurance coverage during the term of this Agreement. 9. HOLD HARMLESS. To the extent allowed by law, each Party is liable for and must fully defend, release, discharge, indemnify and hold harmless the other party, the members of their governing boards, officers land employees, agents and contractors, from and against any and all claims, demands, causes of action, losses, costs and expenses of whatever type - including investigation and witness costs and expenses and attorneys' fees and costs - that arise out of or are attributable to the operations under this Agreement except for those claims, demands, damages, liabilities, actions, causes of action, losses, costs and expenses that are the result of the sole negligence or malfeasance of the respective Party; The purchase of the insurance required under this Agreement does not release or vitiate any Party's obligations under this Section. No Party waives any of its sovereign immunity rights, including but not limited to, those expressed in Section 768.28, Florida Statutes. 10. NON-DISCRIMINATION. The Parties, each for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination for the services contemplated in this Agreement. The Parties agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. The Parties agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Page 4 of 7 Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title Vill of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Ch. 13, Art. Vl, prohibiting discrimination on the bases of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. ' 11. TERMINATION. 11.1 For Cause. Notwithstanding the provisions of Section 1 of this Agreement, any ; party may terminate this Agreement for cause after giving to the breaching Party at least ninety (90) days written notice of the breach, and allowing the allegedly breaching Party a period of forty-five (45) days within which to cure said breach. Failure to cure the breach shall be noticed by the non breaching Party in writing and provided to the breaching party at least twenty (20) days prior to the termination date. A breach of this Agreement shall occur if any Party changes its percentage allocation as agreed to in the Plan without the written approval of all the parties to this Agreement. 11.2 Without Cause. Further, either party may terminate this agreement without cause upon giving the other party thirty (30) days written notice prior to termination. 12. ASSIGNMENT. No Party may assign this Agreement or assign or subcontract any of its obligations under this Agreement without the approval of the governing boards of the other Parties. All the obligations of this Agreement will extend to and bind the legal representatives, successors and assigns of the all Parties. 13. SUBORDINATION. This Agreement is subordinate to the laws and regulations of the United States, and the State of Florida, whether in effect on commencement of this Agreement or adopted after that date. 14. INCONSISTENCY. If any item, condition or obligation of this Agreement is in conflict with other items in this Agreement, the inconsistencies shall be construed so as to give meaning to those terms which limit the parties' responsibility and liability. 15. GOVERNING LAWS/VENUE AND ATTORNEY FEES. This Agreement is governed by the laws of the State of Florida and the United States. Venue for any dispute Page 5 of 7 arising under this Agreement must be in Monroe County, Florida. In the event of any litigation, the prevailing party is entitled to a reasonable attorney's fee and costs. 16. ETHICS CLAUSE. Each party warrants that it has not employed, retained or otherwise had act on its behalf any former County officer or employee subject to the prohibition of Section 2 of Ordinance No. 0 10- 1990 or any County officer or employee in Violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision, the County may, in its discretion, terminate this agreement without liability and may also, in its discretion, recover the full amount of any fee, commission, percentage, gift or consideration paid to the former County officer or employee. 17. CONSTRUCTION. This Agreement has been carefully reviewed by the Parties. Therefore, this Agreement is not to be construed against any party on the basis of authorship. 18. NOTICES. Notices in this Agreement, unless otherwise specified, must be sent by certified mail to the following: COUNTY: County Administrator. 1100 Simonton Street Key West, FL 33040 ISLAMORADA: Village Manager P.O. Box 568 Islamorada, FL 33036 19. NON -RELIANCE BY NON-PARTIES. No person or entity shall be entitled to rely upon the terms, of this Agreement to enforce or attempt to enforce any third - party claim or entitlement or benefit of any service or program contemplated hereunder, and each party agrees that neither the parry nor any officer, agent, or employee of the Party shall have the authority to inform, counsel or otherwise indicate that any particular individual or groups of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to or superior to the community in general or for the purposes contemplated under this Agreement. 20. FULL UNDERSTANDING. This Agreement is the parties' final mutual understanding regarding the subject matter hereof. It replaces any earlier agreements or understandings, whether written or oral. This Agreement cannot be modified or replaced except by another written and signed agreement. N WITNESS WHEREOF, each Party has caused this Agreement to be executed by its duly authorized representative. [Remainder of page intentionally left blank] Page 6 of 7 (SEAL) BOARD OF COUNTY COMMISSIONERS ATTEST: DANNY L. KOLHAGE, CLERK OF MONROE COUNTY, FLORIDA By: By: Deputy Clerk Mayor MONROE COUNTY AiTORWEY VED AS TO w: au ANNE A. HUT TON siili�d/�1'� T (SEAL) ISLAMORADA, VILLAGE OF ISLANDS ATTEST: By: Clerk By: Village Manager APPROVED AS TO FORM AND LEGALITY FOR THE USE AND BENEFIT OF ISLAMORADA, VILLAGE OF ISLANDS: VILLAGE ATTORNEY Weiss, Serota, Helfman, Pastoriza, Cole & Boniske, P.L. F.\400\436007Wgreements\Lobbying Cost Sharing Agreement Revised by NB and MG Clean- MS comments 3-20-0g.rtf Page 7 of 7 LOBBYING COST SHARING AGREEMENT This Agreement is made and entered into by Monroe County (County), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, FL 33040, and Islamorada, Village of Islands (Islamorada), a municipal corporation of the State of Florida and whose address is 81990 Overseas Highway, Islamorada, Florida 33036. WHEREAS, Chapter 99-395, Laws of Florida, requires that onsite sewage treatment and disposal systems be compliant with regulations for effluent discharge by July 1, 2010; and WHEREAS, Monroe County and Islamorada (the "Parties") are engaged in efforts to provide centralized wastewater treatment plants and collection systems throughout the Florida Keys to meet the 2010 requirements; and WHEREAS, Chapter 2008-49, Laws of Florida (the "Act"), effective July 1, 2008, authorizes theissuance of bonds, and authorizes the provision of funds from the Save Our Everglades Trust Fund over a four-year period for the Keys Wastewater Plan (the "Plan") starting in July 2009; and WHEREAS, it is critical to obtain the full amount of the State bond monies authorized in order to facilitate the development and construction of wastewater treatment and collection systems at costs that the local property owners can afford; and WHEREAS, the Parties desire to work together through the firm of Tew Cardenas LLP to solicit state support for the Plan through the issuance of bonds and the appropriation of $50,000,000 per year to the Florida Keys, as well as to lobby the Federal Government for support for the Plan, while also taking any such other actions necessary to facilitate the goal of bringing as many developed properties as is economically feasible Into centralized wastewater collection and treatment systems; and WHEREAS, the Parties are authorized by Section 163.01(4), Florida Statutes, to enter into an interlocai agreement to carry out their independent powers. IN CONSIDERATION OF the mutual promises and conditions contained herein, the Parties agree as follows: 1. TERM. Subject to and upon the terms and conditions set forth herein, this Agreement shall be effective retroactively to March 13, 2009, and continue through August 31, 2009, unless earlier terminated pursuant to the provisions in Section 11, below. Additionally, the term of this Agreement may be extended for a period of an additional seven months by written notice to the County by the Village Manager subject to the prior approval of the Village Council. 2. OBLIGATIONS OF PARTIES. 2.1 MONROE COUNTY 2.1.1 The County shall contract with the firm of Tew Cardenas LLP, ("Firm") at an amount not to exceed $60,000 per year for the purpose of lobbying the State to issue Everglades Restoration bonds and appropriate the maximum amount each year for wastewater projects and other infrastructure needs in the County and Islamorada and to lobby federal officials to appropriate as much money as they can secure for wastewater projects and other infrastructure needs in the County and Islamorada. 2.1.2 The County,, may also enter into mirror funding agreements with other governmental agencies or private utilities having responsibility for wastewater collection and treatment in the Florida Keys. 2.2 ISLAMORADA 2.2.1 Islamorada shall pay to County one half of the County's monthly fee for the services of the Firm based upon the amount specified in 2.1.1. Provided further that lslamorada's financial obligation shall not exceed $2,500.00. 2.2.2 Notwithstanding the provisions of Section 2.2.1, should the County enter into sharing agreements with other entities, Islamorada's share in the costs of employing the services of the Firm shall be reduced by an amount proportionate to the number of additional participants. 2.3 SCOPE OF SERVICES The Firm, through its Agreement with the County, shall provide the following services to the Village: 2.3.1 Lobby the Federal Government to appropriate the balance of the $100 Million dollars allocated to the Florida Keys for wastewater infrastructure. 2.3.2 Lobby the State Government to ensure that any State allocation of wastewater funds Is used to fund the issuance of Everglades Page 2 of 7 Restoration Bonds for the County and the, Village. 2.3.3 Initiate, if necessary, and track any Legislation at the State and/or Federal level pertaining to wastewater funding to ensure that all possible funding sources are available to the Village. 2.3.4 Provide informal reports both oral and written via email to the Village Manager as are provided to the County Administrator- pursuant to the agreement between Firm & Counlyen a daily OF Weekly baSIS, with a copy to the Village Attorney. Provide formal written reports to the Village as requested- y-4he Village Manaw.-as are provided to the County. 2.3.5 Arrange for meetings. primarily in Washington, DC, and also in Tallahassee with appropriate State and Federal officials as necessary. 2.3.6 Any other tasks reasonably related to the goals of the Parties that fall within the expertise of the Firm. 3. COMPENSATION. The Parties agree to collectively fund the lobbying costs for wastewater and other infrastructure funding during the term of this agreement. Monroe County shall submit invoices to Islamorada for its share of the County's current billing from the Firm with copies of documentation that support the current billing. Payment shall be made by Islamorada pursuant to the Local Government Prompt Payment Act. 4. NO GUARANTEED DISTRIBUTION AMOUNT. The Parties agree that this Agreement does not warrant, or guarantee a set minimum or maximum fixed amount of funding to be made available from the State bonds. 5. RECORDS — ACCESS AND AUDITS. The Parties shall maintain adequate and complete records for a period of four years after each fiscal year allocation. Each of the Parties, its officers, employees, agents and contractors shall have access to each of the Parties' books, records, and documents related to this Agreement upon request. The access to and inspection of such books, records, and documents by the Parties shall occur at any reasonable time. 6. RELATIONSHIP OF PARTIES. The Parties are independent of each other and shall at no time be legally responsible for any negligence on the part of the other Party, its employees, agents or volunteers resulting in either bodily or personal injury or property damage to any individual, property or corporation. It is understood and agreed that the Firm is acting as an independent contractor and not as an employee of either of the Parties. Furthermore, it is acknowledged that the Firm is not a party to this Agreement and nothing in this Agreement should be construed to create any sort of contractual relationship between Islamorada and the Firm. Page 3 of 7