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Item P3 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: May 20 (Key Largo) Division: County Attorney Bulk Item: Yes ~ No Department: Roman Gastesi Staff Contact PersonlPhone #: X4644 AGENDA ITEM WORDING: Approval of termination of lobbyist cost~sharing agreement with Islamorada as of June 30, 2009, and direction to Administrator to provide Islamorada with the written 30 day notice of termination. ITEM BACKGROUND: The County contracted with Tew Cardenas to provide lobbying for wastewater and! other infrastructure money, primarily at the federal level. FKAA and Islamorada entered into lIAs to share the costs of the lobbyists. Since approximately $23,000,000 of the $100,000,000 appropriation through the Army Corps of Engineers has been appropriated to Keys jurisdictions other than the unincorporated County, and that some of that funding will be going to Islamorada, It has been determined that it is in the best interests of the citizens of the unincorporated county to direct the lobbyists to pursue money only for the unincorporated county. The ILA with Islamorada provides for a 3D-day notice without cause to terminate the agreement. PREVIOUS RELEVANT BOCC ACTION: On 4/15/2009, approval of !LA with Islamorada. CONTRACT/AGREEMENT CHANGES: STAFF RECOMMENDATIONS: Approval TOTAL COST: INDIRECT COST: BUDGETED: Yes _No COST TO CO.UNTY: SOURCE OF FUNDS: REVENUE PRODUCING: Yes No AMOUNT PER MONTH Year APPROVED BY: County Atty ~ OMB/Purchasing _ Risk Management_ DOCUMENTi\TION: Included Not Required_ DISPOSITIO~~: AGENDA ITEM #P3 Revised 1/09 . L 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 nparties") 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 economic:ally 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, tt;)e PartiEIS 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 shat! 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? 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 Ad ministrator 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. NC) GUARANTEED DISTRIBUTION AMOUNT. The Parties agree that this Agreement does not warrant, or guarantee a set minimum or maximum fixed amount of fundin'J 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 ,t(greement and nothing in this Agreement should be construed to create any sort of contracttJal relationship between Islamorada and the Firm. Page 3 of? 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 LiabilityI 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 Jaw, 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 u,nder 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..DISCRIMINA TION. 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 use ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 5tl4 of the Rehabilitation Act of 1973, as amended (20 use s. 794), which prohibits discriminetion on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 use 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 Page 4 of7 nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholisn1 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 55. 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 use 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 Agreem1ent 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. ~.OVERNING 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 Page 5 of7 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 Westl 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 understandingsl 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. . .. -.. [Remainder of page intentionally left blank] Page 6 of7 -'. By: (SEAL) AlTEST: BOARD OF COUNTY COMMISSIONERS OF 110NROE CO~~TY, FLORIDA BY~)'-~. lJ..-,.q-.. Mayor APR 1 5 2009 MONROE COUNTY ATTORNEY ~:~DASTQF · ~~jJ;it10 =.__ ISLAMORADA, VILLAGE OF ISLANDS By: # Viff'age 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. ',... 1.:1 .A1NnO~ 30~NOW .1:) .~13 }{H31~ 39VH10)l.' ANNVO F:\400\436001\Agreements\Lobbying Cost Sharing Agreement Revised by NB anI Qci\,!lrl M'!o~l.o-09.rtf OHO~3H HO;j 0311.:1 Page 7 of?