Item Q3County of Monroe
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BOARD OF COUNTY COMMISSIONERS
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Mayor David Rice, District 4
IleOI1da Keys
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Mayor Pro Tem Sylvia J. Murphy, District 5
Danny L. Kolhage, District I
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George Neugent, District 2
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Heather Carruthers, District 3
County Commission Meeting
March 21, 2018
Agenda Item Number: Q.3
Agenda Item Summary #3876
BULK ITEM: Yes DEPARTMENT: Sustainability
TIME APPROXIMATE: STAFF CONTACT: Rhonda Haag (305) 453 -8774
None
AGENDA ITEM WORDING: Approval to enter into an interlocal agreement with Broward
County to provide three years of financial support to the Southeast Florida Regional Climate Change
Compact in an amount of $50,000 per year, totaling $150,000 over 3 years; and to authorize Office
of County Attorney to make minor non - substantive edits to the subject agreement with review and
approval as to form, in case minor edits or clarifications become necessary.
ITEM BACKGROUND: This item is to authorize an Interlocal Agreement between Broward,
Palm Beach, Miami -Dade, and Monroe Counties for cost share support of services for the Southeast
Florida Regional Climate Change Compact (Compact), and contract management by Broward
County, with a contribution of $150,000 per County over a three -year period; and to authorize Office
of County Attorney to make minor non - substantive edits to the subject agreement with review and
approval as to form, in case minor edits or clarifications become necessary.
Summary Explanation /Background
This item allows for the four Compact Counties to pool $150,000 each in funds over three years to
support the continued engagement of the Institute for Sustainable Communities (ISC) in facilitating
and coordinating Compact activities, and for Broward County to act on behalf of all the Compact
Counties in contracting with ISC for these services.
The success of the Southeast Florida Regional Climate Change Compact has been underpinned
since its inception by the coordination and facilitation services provided by the Institute for
Sustainable Communities and /or staff currently employed by ISC. These efforts have included
coordinating and facilitating meetings of the Compact Staff Steering Committee; facilitating
workshops with stakeholders; preparing a four - county regional greenhouse gas emissions inventory
and assessment; participating in the planning and execution of each of the seven annual Regional
Climate Leadership Summits convened to date; creating and managing the Compact website;
developing the Regional Climate Action Plan (RCAP); coordinating the RCAP implementation
workshops and Resilient Redesign adaptation strategy charrettes; writing and editing grant
proposals; conducting a municipal implementation survey; facilitating communication among
Compact partners; providing a webinar platform for Compact use, providing remote and on -site
support for various Compact activities, and participating in many other activities.
ISC staff are intimately familiar with the individuals, issues, priorities, and processes relating to
Compact history, progress, and needs, and their valued advice, mediation skills, and leadership have
helped to guide the Compact process and are acknowledged by the Compact partners to be essential
to the continued implementation of the Compact and Regional Climate Action Plan (updated in
2017). The Scope of Services attached to the ISC agreement provides for the coordination of and
support for twice - monthly Staff Steering Committee calls, biennial Staff Steering Committee
retreats, annual Summits, Compact fundraising support, Regional Climate Action Plan
implementation workshops, Compact communications efforts (including website content
development and maintenance and quarterly email newsletters), and other short- and long -term tasks
as identified by the Compact Staff Steering Committee.
ISC support of Compact activities was delivered from 2013 through 2015 under a $975,000 grant
from the Kresge Foundation. The four Compact Counties then agreed in 2015 to each pursue
$60,000 annually for Compact activities, and those sums were allocated in each County's budget in
the succeeding fiscal years, and a previous Interlocal Agreement formalizing this joint support for
ISC's services was executed in June 2016. In 2016 and 2017, therefore, ISC's services were retained
through the $200,000 contributed jointly each year by the Compact Counties under the Interlocal
Agreement and $200,000 contributed each year by the Kresge Foundation.
This new Interlocal Agreement continues the arrangement under which Broward County has agreed
to serve as the fiscal agent for the other three Compact counties to contract with ISC, supported by
$200,000 ($50,000 from each county, including Broward) from the appropriated funds described
above.
The Kresge Foundation has committed to a final $500,000 of direct support to ISC ($200,000 each
year in 2018 and 2019 and $100,000 in 2020). When combined with the Kresge Foundation funds,
the total budget for ISC's Compact activities for 2018 and 2019 will be approximately $400,000 per
year and $300,000 in 2020.
PREVIOUS RELEVANT BOCC ACTION:
January 20, 2010: BOCC approved the Southeast Florida Regional Climate Compact by Resolution
022 -2010.
June 15, 2016: Approval to enter into an interlocal agreement with Broward County to provide two
years of financial support to the Southeast Florida Regional Climate Change Compact in an amount
of $100,000.
CONTRACT /AGREEMENT CHANGES:
None
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
2018 Interlocal Agreement - Final
FINANCIAL IMPACT:
Effective Date: March 1, 2018 Expiration Date: February 28, 2021
Total Dollar Value of Contract: $600,000
Total Cost to County: $150,000 Current Year Portion: $ 50,000
Budgeted: Yes Source of Funds: Sustainability
CPI: No Indirect Costs: No
Estimated Ongoing Costs Not Included in above dollar amounts: Staff Time for Support of
Compact Activities
Revenue Producing: No If yes, amount:
Grant: No County Match: N/A
Insurance Required: No
Additional Details:
02/21/18 001 -05008 - SUSTAINABILITY
SE FL Climate Change Compact Support
$50,000.00
REVIEWED BY:
Rhonda Haag
Completed
03/01/2018 12:20 PM
Pedro Mercado
Completed
03/02/2018 2:50 PM
Budget and Finance
Completed
03/05/2018 9:10 AM
Maria Slavik
Completed
03/05/2018 9:12 AM
Kathy Peters
Completed
03/06/2018 12:36 PM
Board of County Commissioners
Pending
03/21/2018 9:00 AM
7 u
W�,r�A
INTERLOCAL AGREEMENT AMONG BROWARD COUNTY, MIAMI -DADE COUNTY,
MONROE COUNTY, AND PALM BEACH COUNTY FOR COST SHARE SUPPORT OF SERVICES FOR
THE SOUTHEAST FLORIDA REGIONAL CLIMATE CHANGE COMPACT
This Agreement ( "Agreement ") is made and entered into by and among Broward County
( "Broward "), Miami -Dade County ( "Miami- Dade "), Monroe County ( "Monroe "), and Palm Beach
County ( "Palm Beach "), political subdivisions of the State of Florida, (collectively referred to as
the "Parties" and, when excluding Broward, the "Contributing Counties ").
Recitals
A. WHEREAS, Southeast Florida is one of the most vulnerable areas in the country to the
impacts of climate change; and
B. WHEREAS, the Parties adopted the Southeast Florida Regional Climate Change Compact
( "Compact ") in 2009; and
C. WHEREAS, since adopting the Compact, the Parties have worked with one another and
numerous other stakeholders to address climate change at the regional level; and
D. WHEREAS, in the eight years since the Compact was adopted, the Parties and other
stakeholders successfully completed a 110 recommendation Regional Climate Action
Plan and a significant update to this plan after a five -year implementation period, a
unified sea level rise projection for Southeast Florida, a regional greenhouse gas
emissions inventory, a regional vulnerability analysis, joint annual state and federal
legislative programs, planning and execution of nine Regional Climate Leadership
Summits, and other joint activities, earning significant national and international
attention; and
E. WHEREAS, the Parties have recognized the benefits of regional coordination since the
adoption of the Compact; and
F. WHEREAS, the Institute for Sustainable Communities, a Vermont not - for - profit
corporation registered to do business in the State of Florida ( "ISC "), has provided
coordination and facilitation services to the Parties since 2011 to advance the aims of the
Compact; and
G. WHEREAS, the Kresge Foundation ( "Kresge ") has committed to contribute $500,000 to
ISC for coordination and facilitation services for the Compact for calendar years 2018
through 2020, to further augment Compact implementation; and
H. WHEREAS, the Parties desire to continue to engage ISC to provide coordination and
facilitation services; and
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I. WHEREAS, the Parties acknowledge that a contract for services with ISC would be most
efficiently retained and supervised by one county; and
J. WHEREAS, the Parties desire to enter into this Agreement for cost - sharing support of ISC.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1. DEFINITIONS
1.1 Board The Board of County Commissioners of Broward County, Florida.
1.2 Contract Administrator The Director of the Broward County Environmental Planning and
Community Resilience Division.
1.3 County Administrator The administrative head of Broward appointed by the Board
1.4 County Attorney The chief legal counsel for Broward appointed by the Board.
1.5 Services All work required of ISC by Broward on behalf of the Parties under an agreement
between Broward and ISC, including without limitation all deliverables, consulting,
training, project management, payments, and other services specified in Exhibit A.
ARTICLE 2. OBLIGATIONS OF PARTIES
2.1 Contributing Counties agree to each remit up to $150,000 to Broward as their share of
costs based on an invoice from Broward, which Broward shall pay to ISC pursuant to the
Agreement between Broward County and Institute for Sustainable Communities for
Coordination and Facilitation Services for the Southeast Florida Regional Climate Change
Compact. The money remitted to Broward will be used to pay ISC as coordinator and
facilitator of the Compact. Broward agrees to also remit up to $150,000 to ISC and, on
behalf of the Parties, to retain and supervise ISC's performance of the ISC Scope of
Services, attached as Exhibit A. All parties agree to contribute equal amounts, within the
dollar limits of this agreement.
ARTICLE 3. TERM AND TIME OF PERFORMANCE
3.1 The term of this Agreement shall begin on March 1, 2018, and shall end at 11:59 PM on
February 28, 2021 ( "Term "). The continuation of this Agreement beyond the end of any
of the Parties' fiscal years is subject to both the appropriation and the availability of funds
in accordance with Chapter 129, Florida Statutes. The failure of any party to budget or
appropriate sufficient funds for this Agreement shall constitute additional grounds for any
other party to terminate this Agreement pursuant to the procedures in Sections 7.3 and
7.4 of this Agreement. Any extensions of time beyond the Term shall require an
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amendment to this Agreement, pursuant to the requirements for amendments stated
herein.
3.2 Unless otherwise agreed by the Parties in writing, all duties, obligations, and
responsibilities of the Parties required by this Agreement shall be completed no later than
February 28, 2021. Time is of the essence in performing the duties, obligations, and
responsibilities required by this Agreement.
ARTICLE 4. COMPENSATION
4.1 For the Term, Contributing Counties will pay Broward up to a maximum amount as
follows:
Services /Goods
Not -To- Exceed Amount
Miami -Dade
$150,000
Monroe
$150,000
Palm Beach
$150,000
TOTAL NOT TO EXCEED
$450,000
4.2
METHOD OF BILLING AND PAYMENT
4.2.1 Broward may submit invoices for compensation to Contributing Counties no more
often than quarterly, but only after the Services for which the invoices are
submitted have been completed by ISC. Contributing Counties agree to pay
Broward by check or electronic funds transfer no later than thirty (30) days from
receipt of Broward's invoices at:
Broward County Board of County Commissioners
Attn: Jennifer Jurado, PhD, Director, Environmental Planning and
Resilience Division, and Chief Resilience Officer
Governmental Center, Suite 329H
115 South Andrews Avenue
Fort Lauderdale, Florida 33301
4.2.2 Broward may invoice each of the Contributing Counties in the amounts set forth
as follows:
2018: Calendar Quarter 2
2018: Calendar Quarter 3
2018: Calendar Quarter 4
2019: Calendar Quarter 1
2019: Calendar Quarter 2
$25,000 for services provided by ISC in
Calendar Quarters 1 and 2
$12,500
$12,500
$12,500
$12,500
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2019: Calendar Quarter 3
2019: Calendar Quarter 4
2020: Calendar Quarter 1
2020: Calendar Quarter 2
2020: Calendar Quarter 3
2020: Calendar Quarter 4
ARTICLE 5
$12,500
$12,500
$12,500
$12,500
$12,500
$12,500
GOVERNMENTAL IMMUNITY
Nothing herein shall constitute a waiver of Section 768.28 of the Florida Statutes by any of the
Parties or shall be construed as impacting or modifying the protections set forth therein except
to the extent otherwise required under applicable Florida law. In addition, nothing herein shall
be construed as consent to be sued by third parties in any matter arising out of this Agreement
or any other contract. The Parties are political subdivisions as defined in Section 768.28, Florida
Statutes, and each party shall be fully responsible for the acts and omissions of its agents or
employees to the extent permitted by law.
ARTICLE 6. INSURANCE
Parties are entities subject to Section 768.28, Florida Statutes, and shall furnish the other Parties
with written verification of liability protection in accordance with state law upon request by a
party subject to this Agreement.
ARTICLE 7. TERMINATION
7.1 This Agreement may be terminated for cause by an aggrieved party if a party in breach
has not corrected the breach within ten (10) days after receipt of written notice from the
aggrieved party identifying the breach. This Agreement may also be terminated for
convenience by the Board. Termination for convenience by the Board shall be effective
on the termination date stated in the written notice provided by Broward, which
termination date shall be not less than thirty (30) days after the date of such written
notice. This Agreement may also be terminated by Broward's County Administrator upon
such notice as Broward's County Administrator deems appropriate under the
circumstances in the event Broward's County Administrator determines that termination
is necessary to protect the public health, safety, or welfare. If Broward erroneously,
improperly, or unjustifiably terminates for cause, such termination shall, at Broward's
sole election, be deemed a termination for convenience, which shall be effective thirty
(30) days after such notice of termination for cause is provided.
7.2 This Agreement may be terminated for cause for reasons including, but not limited to,
submission for payment of false or incorrect bills or invoices or failure to promptly make
payment pursuant to invoices. This Agreement may be terminated for convenience by
any party to this Agreement if ISC is placed on the Scrutinized Companies with Activities
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in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy
Sector List created pursuant to Section 215.473, Florida Statutes, or if ISC provides a false
certification submitted pursuant to Section 287.135, Florida Statutes.
7.3 Notice of termination shall be provided in accordance with the "NOTICES" section of this
Agreement except that notice of termination by Broward's County Administrator, which
Broward's County Administrator deems necessary to protect the public health, safety, or
welfare, may be verbal notice that shall be promptly confirmed in writing in accordance
with the "NOTICES" section of this Agreement.
7.4 In the event this Agreement is terminated by any party pursuant to the provisions of this
Agreement, Broward shall be paid in accordance with Article 4 for any Services performed
under the agreement with ISC so that Broward may pay ISC through the termination date
specified in the written notice of termination. Broward shall notify ISC to refrain from
performing further Services or incurring additional expenses under the terms of its
agreement with ISC. In the event that Broward, in its sole discretion, determines ISC is
not entitled to payment for Services and elects to not pay ISC for particular Services,
Broward shall refund each Contributing County its pro rata share of money received by
Broward that will not be paid to ISC. Contributing Counties acknowledge that they have
received good, valuable, and sufficient consideration from Broward, the receipt and
adequacy of which are hereby acknowledged by Contributing Counties, for Broward's
right to terminate this Agreement for convenience.
ARTICLE 8. EEO COMPLIANCE
8.1 No party to this Agreement may discriminate on the basis of race, color, sex, religion,
national origin, disability, age, marital status, political affiliation, sexual orientation,
pregnancy, or gender identity and expression in the performance of this Agreement.
Failure by any party to carry out any of the requirements of this section shall constitute a
material breach of this Agreement, which shall permit any other party to terminate this
Agreement or to exercise any other remedy provided under applicable law, all such
remedies being cumulative.
ARTICLE 9. MISCELLANEOUS
9.1 Rights in Documents and Work Any and all reports, photographs, surveys, and other data
and documents provided or created in connection with this Agreement are and shall
remain the property of Broward and, if ISC has claimed a copyright, ISC has agreed to
grant Broward a non - exclusive license to use the copyrighted item(s) indefinitely, to
prepare derivative works, and to make and distribute copies to the public, which license
Broward agrees to grant to and share with Contributing Counties.
9.2 Public Records The Parties are public agencies subject to Chapter 119, Florida Statutes.
To the extent ISC is a subcontractor acting on behalf of the Parties pursuant to Section
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119.0701, Florida Statutes, Broward's agreement with ISC shall contain any language
required pursuant to Section 119.0701, Florida Statutes.
9.3 Truth -In- Negotiation Representation This Agreement is based upon representations
supplied by the Parties to each other and the Parties certify that the information supplied,
including without limitation in the negotiation of this Agreement, is accurate, complete,
and current at the time of contracting.
9.4 Public Entity Crime Act Each of the Parties represents that it is familiar with the
requirements and prohibitions under the Public Entity Crime Act, Section 287.133, Florida
Statutes, and represents that its entry into this Agreement will not violate that Act. In
addition to the foregoing, each of the Parties further represents that there has been no
determination that it committed a "public entity crime" as defined by Section 287.133,
Florida Statutes, and that it has not been formally charged with committing an act defined
as a "public entity crime" regardless of the amount of money involved or whether it has
been placed on the convicted vendor list. Notwithstanding any provision in this
Agreement to the contrary, if any representation made by a party pursuant to this
paragraph is false, each of the Parties shall have the right to immediately terminate this
Agreement.
9.5 Independent Contractor Parties are independent contractors under this Agreement. In
providing services under this Agreement, neither Broward nor its agents shall act as
officers, servants, employees, or agents of Contributing Counties. Contributing Counties
and each entity's agents shall not act as officers, servants, employees, or agents of
Broward. Broward shall have control of the work performed by Broward in accordance
with the terms of this Agreement and of all persons performing the same, and Broward
shall be responsible for the acts and omissions of its officers, agents, servants, and
employees, if any. None of the Parties shall have the right to bind any other party to any
obligation not expressly undertaken under this Agreement.
ISC is an independent contractor under its agreement with Broward. The agreement for
Services between ISC and Broward provides that neither ISC nor its agents shall act as
officers, employees, or agents of Parties. Contributing Counties recognize that ISC shall
not have the right to bind Parties to any obligation. Broward shall not be responsible to
Contributing Counties for any adverse actions taken by ISC, unless caused by the sole
negligence of Broward or Broward's employees.
9.6 Third Party Beneficiaries Neither Contributing Counties nor Broward intends to directly
or substantially benefit a third party by this Agreement. Therefore, the Parties
acknowledge that there are no third party beneficiaries to this Agreement and that no
third party shall be entitled to assert a right or claim against any party based upon this
Agreement. Nothing in this Agreement, express or implied, is intended to (i) confer upon
any entity or person other than the Parties and their successors or assigns any rights or
remedies under or by reason of this Agreement as a third party beneficiary or otherwise,
Page 6 of 15
except as specifically provided in this Agreement; or (ii) authorize anyone not a party to
this Agreement to maintain an action pursuant to or based upon this Agreement.
9.7 Notices In order for a notice to a party to be effective under this Agreement, notice must
be sent via U.S. first -class mail with a contemporaneous copy via e -mail to the addresses
listed below and shall be effective upon mailing. The addresses for notice shall remain as
set forth herein unless and until changed by providing notice of such change in
accordance with the provisions of this section.
FOR BROWARD
Broward County Environmental Planning and Community Resilience Division
Attn: Jennifer Jurado, PhD, Director and Chief Resilience Officer
Governmental Center, Room 329H
115 South Andrews Avenue
Fort Lauderdale, Florida 33301
Email address: jjurado @broward.org
FOR MIAMI -DADE:
Miami -Dade Office of Resilience, Regulatory & Economic Resources Department
Attn: James F. Murley, Chief Resilience Officer
Stephen P. Clark Center
111 NW 1st Street, 12th Floor
Miami, Florida 33128
Email address: MURLEYJ @miamidade.gov
FOR MONROE:
Monroe County Administration
Attn: Rhonda Haag, Sustainability and Projects Director
102050 Overseas Highway, Ste. 246
Key Largo, FL 33037
Email address: Haag - Rhonda @MonroeCounty- FL.Gov
FOR PALM BEACH:
Palm Beach County Administration
Attn: Director, Office of Resilience
Board of County Commissioners, Palm Beach County
301 N. Olive Avenue
West Palm Beach, FL 33401
Email address: ResilientPBC @pbcgov.org
9.8 Assignment and Performance Except for the ISC subcontracting approved in writing by
the Parties at the time of its execution of this Agreement or any written amendment
hereto, neither this Agreement nor any right or interest herein may be assigned,
transferred, subcontracted, or encumbered without the prior written consent of the
Page 7 of 15
Parties. If any party violates this provision, any other party shall have the right to
immediately terminate this Agreement.
9.9 Materiality and Waiver of Breach Each requirement, duty, and obligation set forth herein
was bargained for at arm's - length and is agreed to by the Parties. Each requirement, duty,
and obligation set forth herein is substantial and important to the formation of this
Agreement, and each is, therefore, a material term hereof. Each of the Parties' failure to
enforce any provision of this Agreement shall not be deemed a waiver of such provision
or modification of this Agreement. A waiver of any breach of a provision of this
Agreement shall not be deemed a waiver of any subsequent breach and shall not be
construed to be a modification of the terms of this Agreement.
9.10 Compliance with Laws The Parties shall comply with all applicable federal, state, and
local laws, codes, ordinances, rules, and regulations in performing its duties,
responsibilities, and obligations pursuant to this Agreement.
9.11 Severability In the event any part of this Agreement is found to be unenforceable by any
court of competent jurisdiction, that part shall be deemed severed from this Agreement
and the balance of this Agreement shall remain in full force and effect.
9.12 Joint Preparation This Agreement has been jointly prepared by the Parties hereto, and
shall not be construed more strictly against any party.
9.13 Interpretation The headings contained in this Agreement are for reference purposes only
and shall not in any way affect the meaning or interpretation of this Agreement. All
personal pronouns used in this Agreement shall include the other gender, and the singular
shall include the plural, and vice versa, unless the context otherwise requires. Terms such
as "herein," "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole
and not to any particular sentence, paragraph, or section where they appear, unless the
context otherwise requires. Whenever reference is made to a section or article of this
Agreement, such reference is to the section or article as a whole, including all of the
subsections of such section, unless the reference is made to a particular subsection or
subparagraph of such section or article.
9.14 Priority of Provisions If there is a conflict or inconsistency between any term, statement,
requirement, or provision of any document or exhibit attached hereto or referenced or
incorporated herein and any provision of Articles 1 through 9 of this Agreement, the
provisions contained in Articles 1 through 9 shall prevail and be given effect.
9.15 Law, Jurisdiction, Venue, Waiver of Jury Trial This Agreement shall be interpreted and
construed in accordance with and governed by the laws of the state of Florida. The Parties
agree that the exclusive venue for any lawsuit arising from, related to, or in connection
with this Agreement shall be in the state courts of the Seventeenth Judicial Circuit in and
for Broward County, Florida. If any claim arising from, related to, or in connection with
Page 8 of 15
this Agreement must be litigated in federal court, the Parties agree that the exclusive
venue for any such lawsuit shall be in the United States District Court or United States
Bankruptcy Court for the Southern District of Florida. BY ENTERING INTO THIS
AGREEMENT, THE PARTIES HEREBY EXPRESSLY WAIVE ANY RIGHTS THE PARTIES MAY
HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT. IF
A PARTY FAILS TO WITHDRAW A REQUEST FOR A JURY TRIAL IN A LAWSUIT ARISING
OUT OF THIS AGREEMENT AFTER WRITTEN NOTICE BYANY OTHER PARTY OF VIOLATION
OF THIS SECTION, THE PARTY MAKING THE REQUEST FOR JURY TRIAL SHALL BE LIABLE
FOR THE REASONABLE ATTORNEYS' FEES AND COSTS OF ALL OTHER PARTIES IN
CONTESTING THE REQUEST FOR JURY TRIAL, AND SUCH AMOUNTS SHALL BE AWARDED
BY THE COURT IN ADJUDICATING THE MOTION.
9.16 Amendments No modification, amendment, or alteration in the terms or conditions
contained herein shall be effective unless contained in a written document prepared with
the same or similar formality as this Agreement and executed by the Board and
Contributing Counties or others delegated authority or otherwise authorized to execute
same on their behalf.
9.17 Prior Agreements This Agreement represents the final and complete understanding of
the Parties regarding the subject matter hereof and supersedes all prior and
contemporaneous negotiations and discussions regarding that subject matter. There is
no commitment, agreement, or understanding concerning the subject matter of this
Agreement that is not contained in this written document.
9.18 Payable Interest
9.18.1 Payment of Interest Each of the Parties shall not be liable to pay any interest to
any of the other Parties for any reason, whether as prejudgment interest or for
any other purpose, and in furtherance thereof each of the Parties waive, reject,
disclaim, and surrender any and all entitlement it has or may have to receive
interest in connection with a dispute or claim arising from, related to, or in
connection with this Agreement. This paragraph shall not apply to any claim for
interest, including for post - judgment interest, if such application would be
contrary to applicable law.
9.18.2 Rate of Interest If, for whatever reason, the preceding subsection is determined
to be invalid or unenforceable by a court of competent jurisdiction, the annual
rate of interest payable by any of the Parties under this Agreement, whether as
prejudgment interest or for any other purpose, shall be, to the full extent
permissible under applicable law, 0.25% (one quarter of one percent) simple
interest (uncompounded).
Page 9 of 15
9.19 Incorporation by Reference Any and all Recital clauses stated above are true and correct
and are incorporated herein by reference. The attached Exhibits are incorporated into
and made a part of this Agreement.
9.20 Representation of Authority Each individual executing this Agreement on behalf of a
party hereto hereby represents and warrants that he or she is, on the date he or she signs
this Agreement, duly authorized by all necessary and appropriate action to execute this
Agreement on behalf of such party and does so with full legal authority.
9.21 Counterparts and Multiple Originals This Agreement may be executed in multiple
originals, and may be executed in counterparts, each of which shall be deemed to be an
original, but all of which, taken together, shall constitute one and the same agreement.
9.22 Contingency Fee Each of the Parties represents that it has not paid or agreed to pay any
person or entity, other than a bona fide employee working solely for a party, any fee,
commission, percentage, gift, or other consideration contingent upon or resulting from
the award or making of this Agreement.
9.23 Use of Broward Logo Contributing Counties shall not use Broward's name, logo, or
otherwise refer to this Agreement in any marketing or publicity materials without the
prior written consent of Broward. Broward consents to use of its name and logo in
marketing and publicity materials related to the Compact by the Contributing Counties.
9.24 Force Maieure If the performance of this Agreement, or any obligation hereunder, is
prevented by reason of hurricane, earthquake, or other casualty caused by nature, or by
labor strike, war, or by a law, order, proclamation, regulation, or ordinance of any
governmental agency, the party so affected, upon giving prompt notice to the other party,
shall be excused from such performance to the extent of such prevention, provided that
the party so affected shall first have taken reasonable steps to avoid and remove such
cause of non - performance and shall continue to take reasonable steps to avoid and
remove such cause, and shall promptly notify the other Parties in writing and resume
performance hereunder whenever such causes are removed; provided, however, that if
such non - performance exceeds sixty (60) days, the party that is not prevented from
performance by the force majeure event shall have the right to terminate this Agreement
upon written notice to the Parties. This section shall not supersede or prevent the
exercise of any right the Parties may otherwise have to terminate this Agreement.
(The remainder of this page is intentionally left blank.)
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IN WITNESS WHEREOF, the Parties hereto have made and executed this Agreement:
BROWARD COUNTY through its BOARD OF COUNTY COMMISSIONERS, signing by and through its
Mayor or Vice - Mayor, authorized to execute same by Board action on the day of
, 20_, and Contributing Counties, signing by and through their officials, duly
authorized to execute same.
ATTEST:
Broward County Administrator, as
Ex- officio Clerk of the Broward County
Board of County Commissioners
Insurance requirements approved by
Broward County
Risk Management Division:
as
Name:
Title:
BROWARD COUNTY, by and through
its Board of County Commissioners
as
day of
20
Approved as to form by
Andrew J. Meyers
Broward County Attorney
Governmental Center, Suite 423
115 South Andrews Avenue
Fort Lauderdale, Florida 33301
Telephone: (954) 357 -7600
Telecopier: (954) 357 -7641
Bv:
Benjamin D. Crego (Date)
Assistant County Attorney
By:
Maite Azcoitia (Date)
Deputy County Attorney
Page 11 of 15
INTERLOCAL AGREEMENT AMONG BROWARD COUNTY, MIAMI -DADE COUNTY,
MONROE COUNTY, AND PALM BEACH COUNTY FOR COST SHARE SUPPORT OF SERVICES FOR
THE SOUTHEAST FLORIDA REGIONAL CLIMATE CHANGE COMPACT
WITNESSES:
Signature
MA I /e\MA 10DTAI911
MIAMI -DADE COUNTY
Ss
Authorized Signor
Print Name of Witness above Print Name and Title
day of , 20
Signature
Print Name of Witness above
ATTEST:
Corporate Secretary or other person
authorized to attest
(CORPORATE SEAL OR NOTARY)
Page 12 of 15
INTERLOCAL AGREEMENT AMONG BROWARD COUNTY, MIAMI -DADE COUNTY,
MONROE COUNTY, AND PALM BEACH COUNTY FOR COST SHARE SUPPORT OF SERVICES FOR
THE SOUTHEAST FLORIDA REGIONAL CLIMATE CHANGE COMPACT
WITNESSES:
Signature
IL IQ0110910
MONROE COUNTY
Ss
Authorized Signor
Print Name of Witness above Print Name and Title
day of , 20
Signature
Print Name of Witness above
ATTEST:
Corporate Secretary or other person
authorized to attest
(CORPORATE SEAL OR NOTARY)
Page 13 of 15
INTERLOCAL AGREEMENT AMONG BROWARD COUNTY, MIAMI -DADE COUNTY,
MONROE COUNTY, AND PALM BEACH COUNTY FOR COST SHARE SUPPORT OF SERVICES FOR
THE SOUTHEAST FLORIDA REGIONAL CLIMATE CHANGE COMPACT
WITNESSES:
Signature
Print Name of Witness above
Signature
Print Name of Witness above
7_1ILTA 10004
PALM BEACH COUNTY
By:
Mayor
Print Name
day of , 20
Approved as to Form and Legal Sufficiency
By:
County Attorney
APPROVED AS TO TERMS AND CONDITIONS
0
Department Director
ATTEST:
Sharon R. Bock
Clerk and Comptroller
By:
Deputy Clerk
(CORPORATE SEAL OR NOTARY)
Page 14 of 15
Exhibit A — ISC Scope of Services
IN STIr'ErE FOR
Sustainable
Support for the Southeast Florida Regional Climate Change Compact
Statement of Work for 2018 - 2020 1
The Institute for Sustainable Communities ( "ISC ") shall provide a level of effort and time per year
that will not be less than the equivalent of two (2) full -time employees during the contracted
period. This level of effort will combine the time and expertise of ISC staff to provide services to
the Compact including governance process facilitation and support, strategic and technical
assistance, communications delivery and support, and assistance in identifying additional
financial resources from federal, state, and private philanthropic sources to support the growth
and expansion of Compact service delivery. The details of the services ISC shall perform are
articulated in the tasks and deliverables set forth below.
Task 1 : Provide Secretariat Services for the Compact
Task 1.1 Bi- weekly Staff Steering Committee Call Support
Representative tasks include Identifying key strategic and management issues for the ongoing
success of the Compact, developing the bi- weekly agenda in partnership with the Staff Steering
Committee ( "SSC "), compiling hot topics for discussion with the Compact, facilitating
communications between Compact partners, and assembling requests for Compact support and
engagement.
Task 1.2: Biannual (2x annually) Staff Steering Committee Retreats
Representative tasks include Identifying key strategic and management issues for the ongoing
success of the Compact; providing strategic advice to the SSC; developing the retreat agenda in
partnership with the SSC.
Task 13 : General Compact Support — Priority Tasks:
Representative tasks include Providing support on short and longer -term tasks as prioritized and
assigned by the SSC on an annual basis with the ability to make adjustments on a quarterly basis
as issues, challenges, and opportunities arise in furthering the interests of the Compact partners.
Institute for Sustainable Communities I Page 15
Task 1.4 Annual Regional Climate Leadership Summit ( "Summit ") Support
Representative tasks include Participating on Summit planning team calls; assisting with the
development of Summit themes, panels, and deliverables; assisting with the identification and
engagement of speakers for the Summit; traveling to and participating in the Summit.
Task 1.5 General Fundraising Support
Representative tasks include Identifying new grant resources for the Compact (federal, state, or
private philanthropy) and coordinating the development of proposals and budgets in partnership
with the SSC.
Task 2 : Provide implementation support for the Regional Climate Action Plan ( "RCAP ") 2.0
Task 2.1: RCAP Implementation Workshops (two per year)
Representative tasks include Designing the workshop and agenda; managing logistics; and
producing the guidance materials from the RCAP for the Compact website.
Task 3 : Compact Communications Support
Task 3.1 Compact Website and Compact Currents
Representative tasks include Providing ongoing support and maintenance to the Compact
website; developing new content and pages on the Compact site; developing and delivering the
Compact's quarterly e- newsletter.
Deliverables
ISC shall provide a quarterly narrative report detailing activities across these three key tasks,
including an ISC accounting of staff time and expenses, for review and approval by the SSC.
Personnel and Fringe Benefits — salaries are budgeted as gross wages and reflect current or
comparable rates from ISC's current projects ISC fringe benefits are based on each employee's
salary, timesheet allocations, and its Negotiated Indirect Cost Rate Agreement ( "NICRA ")
(included as Attachment A), which is approved by United States Agency for International
Development, ISC's cognizant audit agency.
Travel —ISC requires travelers to take reasonable steps to lower travel costs, and air travel is
based on economy or coach class fares. ISC pays for actual hotel costs and provides per diem
rates for meals and incidental expenses that do not exceed US Government rates.
Other Direct Costs —ISC's estimates include communication and photocopying expenses and a
portion of ISC's A -133 audit expense. These expenses have been budgeted for this program
based on ISC's overall program cost and budget.
Institute for Sustainable Communities I Page 16
Indirect Costs —ISC's indirect cost calculation methodology uses a modified total direct cost base
consisting of total direct costs, less grant agreement amounts that exceed $25,000. ISC's NICRA
is currently 28 percent of its modified total direct cost base.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Institute for Sustainable Communities I Page 17
Attachment A — ISC Negotiated Indirect Cost Rate Agreement
USAID
GNU® FROM THE AMERICAN PEOPLE
NEGOTIATED INDIRECT COST RATE AGRE ME NT
September 29, 2017
ORGANIZATION
Institute for Sustainable Communities
535 Stone Cutters Way
Montpelier, Vermont 05602
The rates approved in this Agreement are for use on grants, contracts and other agreements with
the Federal Government to which OMB Circular A -122 applies, subject to the conditions in
section ILA, below. The rate(s) were negotiated by the U.S. Agency for International
Development in accordance with the authority contained in Attachment A, Section E.2.(a), of the
Circular. Effective December 25, 2014, the authority contained in Appendix IV, Section C.2.a.,
of 2 Code of Federal Regulations (CFR) 200 applies.
SFc°rtoN I: NEGOTIATED INDIRECT COST RATES
Base of Application
(a) Total labor dollars excluding national in- country staff salaries, expatriate allowances,
relocation allowances and temporary staff
(b) Total costs excluding overhead expenses, donated services and subawards in excess of
$25,000 per each subaward
U.S. Agencyfor Intemai oral [development
1300 Pennsylvania Avenue, NW
Washington, DC 20523
www.usaid.gov
Institute for Sustainable Communities I Page 18
EFFECTIVE
PERIOD
INDIRECT COST RATES
TYPE
FROM
THROUGH
FRINGE BENEFITS
a
OVERBEAD
fib) T� .ma
Final
10-01 -14
09 -30 -15
30.93%
24,14%
Final
10 -01 -15
09 -30 -16
30,97%
- 29.66% —
Provisional
1 10 -01 -16
Until Amended
35.00%
28,00%
Base of Application
(a) Total labor dollars excluding national in- country staff salaries, expatriate allowances,
relocation allowances and temporary staff
(b) Total costs excluding overhead expenses, donated services and subawards in excess of
$25,000 per each subaward
U.S. Agencyfor Intemai oral [development
1300 Pennsylvania Avenue, NW
Washington, DC 20523
www.usaid.gov
Institute for Sustainable Communities I Page 18
SECTION II: GENERAL
A. LIMITATIONS: Use of the rate(s) contained in this Agreement is subject to all statutory or
administrative limitations and is applicable to a given grant, contract or other agreement only
to the extent that funds are available. Acceptance of the rate(s) agreed to herein is predicated
upon the following conditions:
1. That no costs other than those incurred by the grantee /contractor or allocated to the
grantee /contractor via an approved central service cost allocation plan were included in its
indirect cost rate proposal and that such incurred costs are legal obligations of the
grantee /contractor and allowable under the governing cost principles,
2. That the information provided by the grantee /contractor which was used as a basis for
acceptance of the rate(s) to herein is not subsequently found to be materially inaccurate,
3. That the same costs that have been treated as indirect costs have not been claimed as direct
costs, and
4. That similar types of costs have been accorded consistent treatment.
B. ACCOUNTING CHANGES The grantee /contractor is required to provide written _
notification to the indirect cost negotiator prior to implementing any changes which could
affect the applicability of the approved rates. Any changes in accounting practice to include
changes in the method of charging a particular type of cost as direct or indirect and changes
in the indirect cost allocation base or allocation methodology require the prior approval of the
Office of Overhead, Special Cost and Closeout (OCC). Failure to obtain such prior written
approval may result in cost disallowance.
C. NOTIFICATION TO FEDERAL AGENCIES: A copy of tltis document is to be provided by
this organization to other Federal funding sources as a means of notifying them of the
Agreement contained herein.
D. PROVISIONAL -FINAL RATES The granteelcontractor must submit a proposal to establish
a final indirect cost rate within nine months after its fiscal year end. Billings and charges to
Federal awards must be adjusted if the final rate varies from the provisional rate. If the final
raters greater than the provisional rate and there are no founds available to cover the
additional indirect costs, the organization may not recover all indirect costs, Conversely, if
the final rate is less than the provisional rate, the organization will be required to pay back
the difference to the funding agency.
Institute for Sustainable Communities I Page 19
E. SPECIAL REMARKS
1. indirect costs charged to Federal grants /contracts by means other than the rate(s) cited in the
agreement should be adjusted to the applicable rates) cited herein which should be applied to
the appropriate base to identify the proper amount of indirect costs allocable to the program.
2. Grants /contracts providing for ceilings as to the indirect cost rate(s) or amount(s), which are
indicated in Section I above, will be subject to the ceilings stipulated in the grant, contract or
other agreement. The ceiling rate(s) or the rate(s) cited in this Agreement, whichever is
lower, will be used to determine the maximum allowable indirect cost on the grant or
contract agreement.
3. "The rates hereby approved are subject to periodic review by the Government at anytime their
use is deemed improper or unreasonable. You are requested to advise the Government .
promptly of any circumstances, which could affect the applicability of the approved rates..
4. You are directed to submit adjustment or final financial expenditure reports (SF -425) for all
flexibly priced grants and other agreements; or adjustment or final vouchers for all flexibly
priced contracts within 120 days after settlement of the final annual indirect cost rates. Audit
adjustments should be clearly delineated so as to be readily identifiable for verification by
this office. Care should be taken that amounts claimed do not exceed award limitations or
indirect cost rate ceilings, USAID will deobligate any remaining funds if the required
financial expenditure reports or vouchers are not submitted within 120 days. Once the
money is de-obligated, it will not be reinstated.
4,///
- , , jt
Eug iia L. Brown
Agreement Officer
Overhead, Special Cost and Closeout Branch
Coat., Audit and Support Envision
Office or Acquisition and Assistance
U.S. Agency for International Development
Institute for Sustainable Communities I Page 20