Loading...
1. 06/15/2016 AgreementAMY REAVILIN, CPA CLERK OF CIRCUIT COURT & COMPTROLLER MONROE COUNTY, FLORIDA DATE. August 5, 2016 TO: Rhonda Haag Sustainability Program Manager FROM. Cheryl Robertson Executive Aide to the Clerk of Court & Comptroller At the June 15, 2016 Board of County Commissioner's meeting the Board granted approval and authorized execution of Item P5 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. The enclosures are not fully executed; it needs to be sign by Miami -Dade County and Palm Beach County then forwarded to the Clerk for finalization. 500 Whitehead Street Suite 101, PO Box 1980, Key West FL 33040 Phone: 305- 295 -3130 Fax: 305- 295 -3653 3117 Overseas Highway, Marathon, FL 33050 Phone: 305- 289 -6027 Fax: 305- 289 -5025 88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852 -7145 Fax: 305 - 852 -7146 . B - AD ATTACHMENT 1 C®UNTY 2 ��� INTERLOCAL AGREEMENT BETWEEN 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 is an Agreement ( "Agreement "), made and enterin,A ly a between Browa County ("Broward ") and, 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, "Contributing Comnties "). WHEREAS, Southeast Florida is one .of the most vulnerable areas in the country to the impacts of climate change, especially sea level rise; and - WHEREAS, the Parties adopted the Southeast Florida Regional Climate Change Compact (hereinafter referred to.as "Compact ") in 2009 -2010; and WHEREAS, the.Parties have worked since then in common cause with one another and numerous stakeholders to address climate change at the regional scale; and WHEREAS, in the six years since the Compact was established, the Parties and their partners have successfully completed a 110- recommendation Regional Climate Action Plan, 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 seven Regional Climate Leadership Summits, and countless other joint activities, earning significant national and international attention; and WHEREAS, the benefits of regional coordination to the Parties, partner municipalities, and other Compact partners have been demonstrated many - times over; and WHEREAS, the Institute for Sustainable Communities a Vermont not for profit corporation registered to do business in the State of Florida, hereinafter referred to as "ISC," has provided coordination and facilitation services to the Parties to advance the aims of the Compact since 2011; and WHEREAS, an employee of the ISC has served as a coordinator and facilitator since the formation of the Compact in 2009; and WHEREAS, the ISC secured support from the Kresge Foundation on behalf of the Parties to support the provision of coordination -and facilitation services to the Compact in 2013, 2014, and. 2015; and - WHEREAS, prior to receipt of Kresge funding the Panties had secured the services of the same ISC staff member, with financial support provided for three years under a Sustainable Communities Grant with the U.S. Environmental Protection Agency via the South Florida Regional Planning Council; and WHEREAS, the Parties desire to continue to engage the ISC to provide coordination and facilitation services; and WHEREAS, the Kresge Foundation has committed to meet the cost share contributions provided. by the Parties for an additional two years, to further augment Compact implementation; and WHEREAS, the Parties acknowledge that the administration of a contract for services with the ISC would be most - efficiently retained and supervised by one County; and WHEREAS, Broward County managed a previous contract agreement with the ISC on behalf of the Parties for these same services and is thus deemed well- situated to provide this service on behalf of the Parties for the purpose of this agreement, NOW, THEREFORE, IN CONSIDERATION of the mutual terms, conditions, promises, covenants, and payments hereinafter set forth, 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 County appointed by the Board. 1.4 County Attorney The chief legal counsel for County appointed by the Board. 1.5 Services All work required by the Parties under this Agreement, including without limitation all deliverables, consulting, training, project management, payments, or other services specified in Exhibit A. ARTICLE.2. SCOPE OF SERVICES 2.1 Contributing Counties agree to each remit $100,000 as their share of costs for Broward to retain and supervise ISC as coordinator and facilitator of the Climate Compact. Broward agrees to also contribute $100,000 towards the cost to retain ISC and, on behalf of the Parties, to retain and supervise ISC's performance of the ISC Scope of Services, attached as Exhibit A. BCF #101 06/01/15 Page 2 of 15 ARTICLE 3. TERM AND TIME OF PERFORMANCE 3.1 The term of this Agreement shall begin on the date it is fully executed by the Parties and shall end on February 28, 2018 ("Initial 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. Any extensions of time beyond the Initial Term shall require an 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, 2018. Time is of the essence in performing the duties, obligations, and responsibilities required by this Agreement. ARTICLE 4. COMPENSATION 4.1 For the Initial Term, Contributing Counties will pay Broward up to a maximum amount as follows: Services/Goods L Not-To-Exceed Amount Miami Dade $1011' 1 1'• Monroe $100,000 Palm Beach $100,000 TOTAL NOT TO EXCEED $3 6& & R 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. Contributing Counties agree to pay Broward no later than thirty (30) days from receipt of Broward's invoices at: Broward County Board of County Commissioners Jim Steinmuller, Accounting Division Administrator Governmental Center, Room 220 115 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: BCF#101 06/01/15 Page 3 of 15 2016: Quarter 1 n/a 2016: Quarter 2 $16,666.66 2016: Quarter 3 $16,666.67 2016: Quarter 4 $16,666.67 2017: Quarter 1 $12,500 2017: Quarter 2 $12,500 2017: Quarter 3 $12,500 2017: Quarter 4 $12,500 ARTICLE 5. GOVERNMENTAL IMMUNITY Nothing herein shall constitute a waiver of Section 768.28 of the Florida Statutes or shall be construed as impacting or modifying the protections set forth therein. 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. ARTICLE 6. INSURANCE Broward is an entity subject to Section 768.28, Florida Statutes, and shall furnish the Contributing Counties with written verification of liability protection in accordance with state law upon request. ARTICLE 7. TERMINATION 7.1 This Agreement may be terminated for cause by the aggrieved party if the 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 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, a party's repeated (whether negligent or intentional) submission for payment of false or incorrect bills or invoices, failure to suitably perform the work, or failure to continuously perform the work in a manner calculated to meet or accomplish the objectives as set forth in this Agreement. The Agreement may also be terminated for cause if ISC is BCF #101 06/01/15 Page 4 of 15 placed on the Scrutinized Companies with Activities 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 for any services properly performed under the Agreement 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. 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 119.0701, Florida Statutes, Broward's agreement with ISC shall require that ISC: 9.2.1 Keep and maintain public records that ordinarily and necessarily would be BCF #101 06/01/15 Page 5 of 15 required to be kept and maintained by Broward if Broward were performing the services under this Agreement; 9.2.2 Provide the public with access to such public records on the same terms and conditions that Broward would provide the records and at a cost that does not exceed that provided in Chapter 119, Florida Statutes, or as otherwise provided by law; 9.2.3 Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and 9.2.4 Meet all requirements for retaining public records and transfer to Broward, at no cost, all public records in possession of ISC upon termination of that Agreement and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to Broward in a format that is compatible with the information technology systems of Broward. The failure of Broward to comply with the provisions set forth in this Section shall constitute a default and breach of this Agreement and Contributing Counties may enforce the default in accordance with the provisions set forth in Section 7.1. 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 stated in this paragraph is false, each of the Parties shall have the right to immediately terminate this Agreement and recover all sums paid to under this Agreement. 9.5 Independent Contractor Broward is an independent contractor 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. Broward shall have control of the work and Services performed by Broward in accordance with the terms of this Agreement and of all persons performing the same, and Broward shall be BCF #101 06/01/15 Page 6 of 15 responsible for the acts and omissions of its officers, agents, servants, employees, contractors, and subcontractors, if any. None of the Parties shall have the right to bind any other party to any obligation not expressly undertaken under this Agreement. 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 either of them 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, 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: Director, Jennifer Jurado, PhD 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 BCF #101 06/01/15 Page 7 of 15 FOR PALM BEACH: Palm Beach County Administration Attn: Natalie Schneider, Climate Change and Sustainability Coordinator 2300 North Jog Road, 4th Floor West Palm Beach, FL 33411 Email: nschneider @pbcgov.org 9.8 Assignment and Performance Except for the ISC subcontracting approved in writing by each 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 by Broward without the prior written consent of the Parties. If Broward violates this provision, Contributing Counties shall have the right to immediately terminate this Agreement. Broward represents that each person and entity that will provide services under this Agreement is duly qualified to perform such services by all appropriate governmental authorities, where required, and is sufficiently experienced and skilled in the area(s) for which such person or entity will render services. Broward agrees that all services under this Agreement shall be performed in a skillful and respectful manner, and that the quality of all such services shall equal or exceed prevailing industry standards for the provision of such services. 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 BCF #101 06/01/15 Page 8 of 15 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 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 BY ANY 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. BCF #101 06/01/15 Page 9 of 15 9.18 Payable Interest 9.21.1 Payment of Interest Each of the Parties shall not be liable to pay any interest to any of the 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. 9.21.2 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). 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. If any party learns that this representation is false, it shall have the right to terminate this Agreement without any further liability to the other Parties. Alternatively, if such representation is false, each of the Parties, at its sole discretion, may deduct from the compensation due under this Agreement the full amount of such fee, commission, percentage, gift, or consideration. 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, which consent includes the Compact. BCF #101 06/01/15 Page 10 of 15 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, 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 party 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 party so affected. 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.) BCF #101 06/01/15 Page 11 of 15 INTERLOCAL AGREEMENT BETWEEN 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 MONROE WITNESSES: Signature MONROE COUNTY By: Authori ed Signor Print Name of Witness above Signature Print Name of Witness above Heather Carruthers, Mayor Print Name and Title ` day of 20 Heavilin, Cleric tecretary or other person to attest l5 - j ( ; p (CORPORATE SEAL OR NOTARY) BCF #101 05/01/15 Page 14 of 15 v' 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 _�t day of - a , 20j ?and Contributing Counties, signing by and through their officials, duly authorized to execute same. BROWARD ATTEST: Bro rd County Ad I Istrator; as Ex- officio Clerk of the Broward County Board of County Commissioners Insurance requirements approved by Broward County Risk Management Division: G Na`�f i U1c711 a r lSlari BROWARD CODA its Board Qf oun B y:_ _ ! day of Approved as to form by Joni Armstrong Coffey Broward County Attorney Governmental Center, Suite 423 115 South Andrews Avenue Fort Lauderdale, Florida 33301 Telephone: (954) 357 -7600 Telecopier: (954) 357 -7641 2016. , �a�yl. ;�►ir, A. Binnu Title: By Michael C. Owens .RiSI-1 insurance arld Sk Assistant County Attorney By: z a 3. eo Maite A coitia (Date) Deputy County Attorney MCO /gmb Climate Change Compact interlocal agreement.docx 05/20/16 #16- 057.01 BCF #101 06/01/15 ����Gp I $ iiti is / . o i �` ~�• • •• ••'� yam' - CREATED ': t++ ?p;w OCTlst e ; u : 1915 ; toy �'� •'•• ° routs 1101 , by and thr�ugh Page 12 of 15 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 t .� It � 2Q and Contributing Counties, signing by and through their officials, duly authorized to execute same. BROWARD ATTEST: Br and County Ad nistrator, as Ex- officio Clerk of the Broward County Board of County Commissioners Insurance requirements approved by Broward County Risk Management Division: f NaN: aiia ��, vRvi D Title:iacqualine A. Binns Risk insurance an BROWARD UN , by and its Boar f Coun Commis By: / day Approved as to form by Joni Armstrong Coffey Broward County Attorney Governmental Center, Suite 423 115 South Andrews Avenue Fort Lauderdale, Florida 33301 Telephone: (954) 357 -7600 Telecopier: (954) 357 -7641 2016. Michael C. Owens Date) Assistant. County Attorney ;Olzt' s k By: - -� // S 3 3 / (a Maite Az itia (Date) Deputy County Attorney MCO /gmb Climate Change Compact interlocai agreement.docx 05/20/16 #16.057.01 �Ntt<tN `►�`C' M y � 0 CREA4ED let 20;W OCT 1st ZS V :' 1915 �g as BCF #101 "•'•''' `� 06/01/15 Page 12 of 15 INTERLOCAL AGREEMENT BETWEEN 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 MIAMI -DADE WITNESSES: Signature S 01 4 1 A - Print Name of Witness above Signature 'Tm� Print Name of Witness above MIAMI -DADE COUNTY B / v uthorize Signor \ :K l T1 Print Name and Title 2-3 % ofAU6 / 20 G ATTEST: Corporate Secretary or other person authorized to attest (CORPORATE SEAL OR NOTARY) BCF #101 06/01/15 Page 13 of 15 INTERLOCAL AGREEMENT BETWEEN 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 R 201bA Q7 PALM BEACH ,Um 2 1 201 ATTEST: Sharon R. Bock Clerk & Comptroller Deputy C (SEAL) PALM BEACH COUNTY, FLORIDA, BY ITS BOARD OF COUNTY COMMISSIONERS By: Mary L u Serger, Mayor Y Cd!�j��, /i O P cn Y — �' FLORAD APPROVED AS TO FORM AND LEGAL SUFFICIENCY APPROVED AS TO TERMS AND CONDITIONS By: 1 (wall s/ By: o ert Banks, Oief Land Use Jon County Attorney Den BCF #101 06/01/15 i Arnam County Administrator Page 15 of 15 INSTITUTE FOR Sustainable Communities Exhibit A — Scope of Services Support for the Southeast Florida Regional Climate Change Compact Scope of Services I April 2016 The Institute for Sustainable Communities (ISC) is pleased to submit this Statement of Work (SOW) for support of the Southeast Florida Regional Climate Change Compact (the Compact) funded by county appropriated funds in addition to a $400,000, two -year grant ($200,000 per year for calendar years 2016 and 2017) received by ISC from the Kresge Foundation for work beginning on January 1 2016, through December 31, 2017. While the tasks presented below are inclusive of both funding sources, the budget is presented for only the county funding as allocated across each task, except as otherwise noted. Task 1 Assist the Compact in the Ongoing Governance Process Task 1.1 Bi- weekly Staff Steering Committee (SSC) 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 SSC; compilation of Hot Topics, communications by Compact partners, and requests for Compact support/engagement. Deliverable 1.1: Bi- weekly agendas, Hot Topics & notes (2016 & 2017): 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. Deliverable 1.2: Agenda, supporting materials (two per year = 2016 & 2017). Task 1.3 Compact Working Group Coordination and Support Representative tasks include Identifying key issues particular to working groups and developing agendas for participants; scheduling meetings and in some instances providing facilitation; taking meeting notes and tracking action items through completion; in some instances, providing research, analysis and specific Compact- branded reports and/or web content. 1. ISC Coordination of Monthly Meetings of Compact - Florida Climate Institute (FCI) Partnership; 2. ISC Coordination of Municipal Working Group (as needed); 3. ISC Support for Compact in Climate Action Champions process; 4. ISC Support for other Working Groups to be determined as the current groups complete their work (time and resources permitting). Deliverables 1.3: 1. FCI. Coordination — Agenda and supporting materials; 2. Municipal Working Group — Agenda and supporting notes; 3. Climate Action Champions — Monthly call meeting notes; 4. Other Working Groups (TBD) — Call agenda, supporting materials and meeting notes. Task 1.4 Annual Summit Support: Representative tasks include Participating on Annual Summit planning team calls; assistance in developing Summit themes, panels and deliverables; assistance in identifying and securing speakers; travel to, and participation in, the Summit. Institute for Sustainable Communities I Page 1 Deliverable 1.4 Quarterly status reports. (Q3 &4 -2016; Q3 &4 -2017) Task 2 (Primarily 2016) Provide Implementation Support for the Current Regional Climate Action Plan (RCAP) Task 2.1: RCAP Implementation Workshops Representative tasks include Working with the SSC to identify and refine ideas for priority workshop topics; designing and developing workshop agendas; identifying and securing speakers; securing attendees /participants; managing registration; managing workshop logistics including venue, Audio/Visual (AV) and catering requirements; designing and producing print materials for workshop participants; designing and administering participant satisfaction surveys; coordinating the development of implementation guidance documents including content development, securing contributing authors, and final document layout. Deliverable 2.1 List of attendees; agenda & RCAP guidance document for each workshop. (Development, coordination, layout & design of RCAP guidance docs.) RCAP Workshops planned for 2016 1. Economic Resilience (April 28, 2016); 2. Incorporating Regional Sea Level Rise (SLR) Projections into Local Government Planning Processes (Date TBD — 2016); 3. Comprehensive Local Government Energy & Greenhouse Gas (GHG) Management (Date TBD — 2016). Task 2.2 Municipal Workshop Support Representative tasks include Working with the Municipal Working Group to identify topics for these half -day sessions held in each county concurrently and linked together via webinar; developing and designing workshop agendas and identifying speakers; providing scheduling and facilitation for planning meetings; researching technical issues as needed; assisting with venue selection across four counties; providing webcast support to link the four county venues. Deliverable 2.2 Workshop agendas and worksheets /templates provided to participants. Municipal Workshops for 2016: 1. Energy Efficiency for Public Buildings (January 19, 2016); 2. Climate Change 101— (June 16, 2016); 3. CRS/FEMA (TBD — 2016). Task 2.3 Coordinate and Develop Resilient Redesign Representative tasks include Developing lists of participants; confirming attendance and participation; securing location, room set -up, and AV requirements; securing catering; developing agenda; managing communications between participants, cities and team members; developing and printing materials; securing needed materials (drafting supplies, etc.); administering participant satisfaction survey & report; developing Compact website content. Deliverable 2.4 Resilient Redesign Workshop Agenda and backup materials including a participant satisfaction survey (with report), process photos, presentations and text for Compact website. (Q4 -2016) Task 3 (2016 & 2017) Develop and Implement Communications on Behalf of Compact Task 3.1: Ongoing Compact Communications Support Representative tasks include Providing ongoing content population, support and maintenance of the Compact website; assuring Compact news and calendar items remain current; ongoing maintenance and development of the Compact RCAP implementation case studies database; developing new content and pages on the Compact site as required by the SSC; producing video clips; developing and producing Compact e- newsletter. Deliverable 3.1: Quarterly Communications Report containing links to updated Compact web pages and quarterly e- newsletter. (Quarterly) Institute for Sustainable Communities I Page 2 Task 4 (Primarily 2017) Coordinate the Second RCAP Analysis and Planning Task 4.1 Provide Support for RCAP Analysis Activities Representative tasks include Working with the SSC and Compact Working Groups to update analytical products as needed to prepare for the RCAP 2.0 document due by the end of 2017; providing logistical and facilitation support; assisting with document preparation and finalization; managing review and comment processes for draft documents; surveying local governments to assess implementation status of RCAP 1.0; conducting gap analysis. Deliverables 4.1: • Final RCAP analysis documents posted to Compact website supported by quarterly update reports. (2016 & 2017) • Compact Indicators — Final Compact Indicators webpage. (Q2 -2016) • GHG Inventory — Regional Inventory Final Report. (Q3 -2016) Task 4.2: Multi Stakeholder Engagement Support Representative tasks include: Developing a regional stakeholder landscape map in partnership with the SSC and facilitating/staffing the SSC in the creation of a regional stakeholder communications and engagement strategy in advance of developing RCAP 2.0. Deliverable 4.2: RCAP 2.0 regional stakeholder engagement strategy. (Q1 -2017) Task 4.3 Provide Support for RCAP Strategy Development Representative tasks include Working with the SSC and Compact Working Groups to structure and support topically organized RCAP 2.0 strategy working groups; providing logistical and facilitation support as needed; strategic and technical advice on climate strategies; assisting with draft RCAP preparation and finalization; managing review and comment processes for draft documents. Deliverable 4.2: Draft RCAP 2.0 posted to Compact website. (Q3 -2017) Task 4.4 Provide Support for Final RCAP Production Representative tasks include Working with the Staff Steering Committee to finalize RCAP 2.0 by analyzing public comments; revising draft RCAP 2.0 content as needed; producing the final layout version of RCAP 2.0 in pdf format for the Compact website. Deliverable 4.3: Final RCAP 2.0 posted to Compact website. (Q4 -2017) Institute for Sustainable Communities I Page 3 Budget and Narrative ISC is requesting $400,000 in funding to support the Compact process between April 1, 2016 and December 31, 2017, as described in the budget detailed by deliverable in the following pages – the following table provides an estimated billing schedule by deliverable: Year 1 4/1/2016 L 12/31/2016 Q1 (JFM) Q2 (AMJ) Q3 (JAS) Q4 (OND) - 63,430 74,279 62,348 Year 1 Total 200,057 Year 2 1/1/2017 -- 12/31/2017 Q1 (JFM) Q2 (AMJ) Q3 (JAS) Q4 (OND) 36,996 34,654 76,040 52,247 Year 2 Total 199,937 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 USAID, 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 General Services Administration rates. Other Direct Costs — ISC's estimates includes communication systems, photocopying, catering and other event expenses, and a portion of ISC's A -133 audit expense. Indirect Costs —ISO'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. See Attachment A. Institute for Sustainable Communities I Page 4 Task 1: Assist the Compact in the ongoing governance process(2016-2017) Task 1.1:Bi-weekly Staff Steering Committee Call Support Task 1.2:Biannual(2x annually)Staff Steering Committee Retreats Task 1.3: Compact Working Group Coordination and Support Task 1.4:Annual Summit Support Total Hours Hrly. Personnel Other Indirect Cost Task 1 Deliverables per Unit Rate &Fringe Travel Direct Costs Per Unit Deliverable 1.1: Bi-weekly agendas&notes. (Quarterly) 300 47.33 14,199 - 200 4,032 18,431 Deliverable 1.2:Agenda,supporting materials. (2 per year—Q2&Q4) 114 47.33 5,396 1,930 275 2,128 9,729 Deliverables 1.3: 1. FCI Coordination—Agenda and supporting materials; 2. Municipal Working Group—Agenda and supporting notes; 120 47.33 5,680 500 275 1,807 8,262 3.Climate Action Champions—Monthly call meeting notes; 4.Other Working Groups(TBD)—Call agenda, supporting materials and meeting notes. Deliverable 1.4:Quarterly status reports. (Q3&4-2016;Q3&4-2017) 110 47.33 5,206 2,572 6,425 3,977 18,180 2016 2016 2016 2016 2017 2017 2017 2017 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Task 1 Deliverable Schedule Units Units Units Units Units Units Units Units Deliverable 1.1: Bi-weekly agendas&notes. (Quarterly) 1 1 1 1 1 1 1 1 Deliverable 1.2:Agenda,supporting materials. (2 per year—Q2&Q4) 1 1 1 1 Deliverables 1.3: 1. FCI Coordination—Agenda and supporting materials; 2. Municipal Working Group—Agenda and supporting notes; 1 1 1 1 1 1 1 1 3.Climate Action Champions—Monthly call meeting notes; 4.Other Working Groups(TBD)—Call agenda,supporting materials and meeting notes. _ Deliverable 1.4:Quarterly status reports. (Q3&4-2016;Q3&4-2017) 1 1 1 1 Institute for Sustainable Communities I Page 5 Task 2: Provide implementation support for the current RCAP(2016) Task 2.1: Three RCAP Implementation Workshops for 2016 Task 2.2: Support for Three 2016 Municipality Workshops Task 2.3:Coordinate and Develop Resilient Redesign Total Hours Personnel Other Indirect Cost Task 2 Deliverables per Unit Rate &Fringe Travel Direct Costs Per Unit Deliverable 2.1:Agenda& RCAP guidance document for each workshop 5,800 (development, coordination, layout&design of RCAP guidance documents). 200 47.33 9,466 50 4,288 19,604 Deliverable 2.2:Workshop agendas and worksheets/templates provided to participants. 90 47.33 4,260 50 75 1,228 5,612 Deliverable 2.3: Resilient Redesign Workshop Agenda and Backup materials to include participant satisfaction survey(with report)and process photos, 480 480 47.33 22,718 2,618 7, 9,189 42,005 presentations and text for Compact website. (Q4-2016) 2016 2016 2016 2016 2017 2017 2017 2017 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Task Deliverable Schedule Units Units Units Units Units Units Units Units Deliverable 2.1:Agenda&RCAP guidance document for each workshop 1 2 1 (development, coordination,layout&design of RCAP guidance documents). Deliverable 2.2:Workshop agendas and worksheets/templates provided to 1 1 1 participants. Deliverable 2.3: Resilient Redesign Workshop Agenda and backup materials including participant satisfaction survey(with report), process photos, 1 presentations and text for Compact website. (Q4-2016) Institute for Sustainable Communities I Page 6 Task 3 Develop and implement communications on behalf of Compact Task 3.1:Ongoing Compact Communications Support Hours Personnel Other Indirect Total Cost Task 3 Deliverables per Unit Rate &Fringe Travel Direct Costs Per Unit Deliverable 3.1:Quarterly Communications Report containing links to updated 240 47.33 11,359 200 3,237 14,796 Compact web pages and quarterly e-newsletter. (Quarterly) 2016 Q1 2016 Q2 2016 Q3 2016 Q4 2017 Q1 2017 Q2 2017 Q3 2017 Q4 Task 3 Deliverable Schedule Units Units Units Units Units Units Units Units Deliverable 3.1:Quarterly Communications Report containing links to updated 1 1 1 1 1 1 1 1 Compact web pages and quarterly e-newsletter. (Quarterly) Institute for Sustainable Communities I Page 7 Task 4 Coordinate the second RCAP analysis and planning Task 4.1:Provide Support for Regional GHG Inventory Task 4.2:Provide Support for RCAP Strategy Development Task 4.3:Provide Support for Final RCAP Production Total Hours Personnel Other IndirectC CostPer Task 4 Deliverables per Unit Rate &Fringe Travel Direct osts Unit Deliverable 4.1: Final RCAP analysis documents posted to Compact website supported by quarterly update reports in Q4-2016 and Q1-2017: 520 47.33 24,612 12,500 10,391 47,503 A. Compact Indicators—Final Compact indicators webpage. (Q2-2016) B.GHG Inventory—Regional Inventory Final Report. (Q3-2016) Deliverable 4.2: RCAP 2.0 regional stakeholder engagement strategy. (Q1-2017) 300 47.33 14,199 - 3,000 4,816 22,015 Deliverable 4.3: Draft RCAP 2.0 posted to Compact website. (Q3-2017) 750 47.33 35,498 - 7,500 12,039 55,037 Deliverable 4.4: Final RCAP 2.0 posted to Compact website. (Q4-2017) 400 47.33 18,932 - 7,500 7,401 33,833 2016 2016 2016 2016 2017 2017 2017 2017 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Task 4 Deliverable Schedule Units Units Units Units Units Units Units Units Deliverable 4.1: Final RCAP analysis documents posted to Compact website supported by quarterly update reports in Q4-2016 and Q1-2017: 1 1 A.Compact Indicators—Final Compact indicators webpage. (Q2-2016) B. GHG Inventory—Regional Inventory Final Report. (Q3-2016) Deliverable 4.2: RCAP 2.0 regional stakeholder engagement strategy. (Q1-2017) 1 Deliverable 4.3: Draft RCAP 2.0 posted to Compact website. (Q3-2017) 1 Deliverable 4.4: Final RCAP 2.0 posted to Compact website. (Q4-2017) 1 Institute for Sustainable Communities I Page 8 Billing Schedule by Deliverable *ISC is able to carry this cost thanks to support from the Kresge Foundation for this project. Institute for Sustainable Communities I Page 9 Year 1 4/1/2016 -- 12/31/2016 Year 2 1/1/2017 -- 12/31/2017 Deliverable Isc portion* Q1 (JFM) Q2 (AMJ) Q3 (JAS) Q4 (ON D) portion* ISC Q1 (JFM) Q2 (AMJ) Q3 (JAS) Q4 (OND) Total 1.1 10% 16,588 16,588 16,588 10% 17,251 17,251 17,251 17,251 118,768 1.2 10% 8,756 - 8,756 10% - 9,106 - 9,106 35,724 1.3 50% 4,131 4,131 4,131 50% 4,296 4,296 4,296 4,296 29,578 1.4 80% - 3,636 3,636 80% - 3,781 3,781 - 14,835 2.1 50% - 19,604 9,802 n/a - - - - 29,407 2.2 50% 2,806 2,806 - n/a - - - - 5,612 2.3 80% - - 8,401 n/a - - - - 8,401 3.1 80% 7,398 7,398 7,398 74% 4,001 4,001 4,001 4,001 38,197 4.1 50% 23,751 23,751 - n/a - - - - 47,503 4.2 n/a - - - 50% 11,448 - - - 11,448 4.3 n/a - - - 25% - - 42,929 - 42,929 4.4 n/a - - - 50% - - - 17,593 17,593 Total 63,430 74,279 62,348 36,996 34,654 '76,040 52,247 399,994 *ISC is able to carry this cost thanks to support from the Kresge Foundation for this project. Institute for Sustainable Communities I Page 9 Attachment A—ISC Negotiated Indirect Cost Rate Agreement USA[L ;. , NEGOTIATED INDIRECT COST RATE AGREEMENT Weber NI,AN ORcANIZinstrane for`nos .bleC omonsities 535 Stows Cutters Way Montpelier,Vermont 05602 The rates approved in this Apeman ere Wr use on gaits,assesacts end adla sent this wad the Fedor! Oovemareat to%Lich OMB Cin Gar A-tn applies.alibied to the caai4iw in section ILA, below. The rae(s) new asgomsed by the OIL A aszy far bin ianl Development is aoeoed ace with the authority casslsined in Atrachmees A.SSoctira E2.44.addle Ciccsisr. SecrroN L•NEGOTIATED IND R.ECr CST RATES PERIOD + II MiE+ T( T FRINGE NEM !. OVERHEAD ripE _I?R(*t-I Me* 04. i (b) . rP Plod 1Q Oi-12' 01.31-13 4- 18.9i1%_ 24. • Provisional I0-01-1.3,UUadMsmdmal, 35.00% 1 MEM Base otAavlls3lbs (a)Told lobar Allan ancludias nsoioeal in-ccnntry staff salaries, expatriate allowanms, relocation allontasoea and Ueapnrary staff (b)Total Dods astolydlog ornethc+d expenses, donated scrvicca and skywards in excess at $25,000 per each subaviwd us Agency r►wan .oseup.w+ 000 PitriAdmit/wawa HNr DC NOM worm mid wor Institute for Sustainable Communities I Page 10 L t SEL' ON III: GM ERA! A I tUd.& ONS df&t91*),con#edned in dda sa ect 10 a .su 'il yar 7 askmt[ a� 91 bus eaat�ct �`oYer ., oily ��Y °per 1. 71w no costs either &m tose imaatd by _the graatee or alilloctized to dw g mte c vice as spprowd cmtiel secvice,coat allacmdon plan vue factuded In Us. inidireci cost rakp op mml ad :dot such to used casts arc legal o611&110= of the gmtee end allowable under die gcv=ns cast p rkdples, 2. That the fi fo=etton pm vWW by We v=fte which VAS ursed as a basis fur aceeylonm of dw mt(e) to fa not sttbsequ n ly fowull to be materially irwccmatc, 3, That tlw sauto costs that hmic bm floated as in hwt costs bwe not been cloltaed as:dhed costs iuld . 4, lbat sh0srtypes of oosts gave been accorded content treatment, B. ACS -012M CHANGES Wo giaatcc is mgWW to pnrvrda WrIttea nodficdbn to Me In inw oust - jildeI iii laiot to iaiplemnting MW chwees wbieb Cad JEW We ttppl6iliiy cftfiti sans Any ebmapes in sxouatiag prec6ee w bteludc in the gi d of dW ft:a vMWM r type of can as dltect or buthw end r in We Wbvd . cost a1laaeb bw or a merlon methodology Office -of Oast and Ctosaeaa (CCU F affift to vW4 nxb Fior w t m approval tttay iesuit ipeix� �nwanes. C. N jQ FE�EIIAL Q CIES• A cog of dais da mnent is io ba provided by tlds aWti=.tica to oft Fcdcw Amft am=cs as a means of nollifft drew of dee A pcemmt coatsincd herein. b. ; CAff&QM&1R1iJM MM - The grantee must submit a pivposd to establish a fm ] 1Udiaect sat rate aiddn itt- its tts w yc or etal. Btu ww to FedUw awards must bo x4in lied if do find *e vwies frost the to If aw lbiel rate is greater d= go prowlskmW no md theta atet no futods available to awmr.the additimad h4rett co ft the wpalzafim ' may not urea all Whioct costa. Comtieseiy. if the 5aal rate is teas then tlto provisioW ittk 1W orgenizW= will be mqufted to pay back'4be dMeience#a tdo Ali eVmcy. Institute for Sustainable Communities I Page 11 ZL 96ed I saitiunwwoo olquumisng jol atntgsul =wa*Ampvmmwm sa �t 03 97"WUvaS.Xy '�FII� a�aa�oo ao saotrpturh Pma* p � �@ p tqt UR4 aq per ? �iRt + .1! Ri1F a9 41 ss as p ity"o. aq ply Wit" mxty ' amt =V xi =wmo pawA 44 M 1 9 MWa►1EO xa ss Vmm M=MfP *PqU *ktad 01 POPAW = VMA "k `sue pa�►oudde MW*qft P[ ° �fs�3n Attdnuad ==MOD aft acg m Q pxmlw M nuA "In=== ao aadajdm Pomv 0 ao IqAP OM, LYE it Mzm=SD aft A MWM OVOPW W 1 = W MW ZL I '>m�+s�ngcrom iv. MMV agt Uo PW PUTM team Me au.=ap: of pmm a4 Mm `fit �! 'tu l/ t R4 Fa7ea (spW up xf "m 2ma3 aqL 7 s Vo .o 'jU2JS Q% Uj PWpft affq! S9 MNk DIP E UOPD'S sa P @� = R2qm Ys as (slaw lsoa t l ? a+p at *� s aag S�rpleO�d mil } Z vo nt otvwm mm to mmio PROM =&OZIgl Ajq=p Ot mg owxioAh MR OT m {r-}MM QV UMP P=P3 f FftrP stsaa PW3M 'i