04/15/2009 Agreement
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DA TE:
April 17, 2009
TO:
Roman Gastesi
County Administrator
FROM:
Connie Cyr
Aide to County Administrator
Pamela Hanc~
Deputy Clerk
ATTN:
At the April 15, 2009, Board of County Commissioners meeting the Board granted
approval to rescind the Interlocal Agreement between Monroe County and Islamorada, 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 authorized
execution of a new version of the Agreement.
Enclosed is a duplicate original of the above-mentioned for your handling. Should you
have any questions please do not hesitate to contact this office.
cc: County Attorney
Finance
File/
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 $2,500.00 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
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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.
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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 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.
1 O. 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
Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to
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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 VIII
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 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 LAWSNENUE 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
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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:
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 party nor any officer, agent, or
employee of the Party shall have the authority to inform, counselor 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. I 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.
I N WITNESS WHEREOF, each Party has caused this Agreement to be
executed by its duly authorized representative.
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ATTEST:
BOARD OF COUNTY COMMISSIONERS
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Mayor APR 1 5 2009
MONROE COUNTY ATTORNEY
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ISLAMORADA, VILLAGE OF ISLANDS
By:
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V~age Manager
APPROVED AS TO FORM AND LEGALITY FOR THE
USE AND BENEFIT OF ISLAMORADA, VILLAGE OF ISLANDS:
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VILLAGE ATTORNEY
Weiss, Serota, Helfman, Pastoriza,
Cole & Boniske, P.L.
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