Item P8 P.8
BOARD OF COUNTY COMMSSIONERS
County of Monroe f
Mayor Heather Carruthers,District 3
h} ] Mayor Pro Tem Michelle Coldiron,District 2
The Florida Keys Craig Cates,District 1
David Rice,District 4
Sylvia J.Murphy,District 5
County Commission Meeting
October 213, 2020
Agenda Item Number: P.S
Agenda Item Summary #7446
BULK ITEM: Yes DEPARTMENT: Sustainability
TIME APPROXIMATE: STAFF CONTACT: Rhonda Haag (305) 453-8774
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AGENDA ITEM WORDING: Approval to enter into an interlocal agreement with Broward
County for financial support to the Southeast Florida Regional Climate Change Compact to provide
$275,000 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 a new 3-year 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. The contribution is $275,000 per County over the three-year period of January 1,
2021 to January 1, 2024.
Summary Explanation/Background
This Agreement for the four Compact Counties to pool $275,000 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 and
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;
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• 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.
Broward County continues to serve as the fiscal agent for the other three Compact counties to
contract with ISC from the appropriated funds described above.
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.
March 21, 2018: 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.
April 15, 2020: Approval to enter into Amendment No. 1 to an interlocal agreement with Broward
County for financial support to the Southeast Florida Regional Climate Change Compact to increase
the amount from $50,000 to $75,000 for year three, totaling $175,000 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.
CONTRACT/AGREEMENT CHANGES:
New ILA for Compact Support
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
Climate Compact ILA 2021 -2024 (REVISED)
FINANCIAL IMPACT:
Effective Date: January 1, 2021
Expiration Date: January 1, 2024
Total Dollar Value of Contract: $1,100,000 (Includes contributions from all 4 counties)
Total Cost to County: $275,00 as follows: FY21 $75,000; FY22 $100,000; FY23 $100,000
Budgeted: Yes Source of Funds: Sustainability
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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:
10/16/19 001-05008 - SUSTAINABILITY $75,000.00
SE FL Climate Change Compact Support
REVIEWED BY:
Rhonda Haag Completed 10/04/2020 4:56 PM
Pedro Mercado Completed 10/05/2020 10:12 AM
Purchasing Completed 10/05/2020 11:50 AM
Budget and Finance Completed 10/05/2020 1:50 PM
Maria Slavik Completed 10/05/2020 2:03 PM
Liz Yongue Completed 10/05/2020 2:16 PM
Board of County Commissioners Pending 10/21/2020 9:00 AM
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INTERLOCAL AGREEMENT AMONG BROWARD COUNTY, MIAMI-DADE COUNTY,
MONROE COUNTY, AND PALM BEACH COUNTY FOR COST SHARE SUPPORT OF SERVICES FOR
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THE SOUTHEAST FLORIDA REGIONAL CLIMATE CHANGE COMPACT
This Agreement ("Agreement") is made and entered into by and among Broward County o
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("Broward"), Miami-Dade County ("Miami-Dade"), Monroe County ("Monroe"), and Palm Beach CL
County ("Palm Beach"), political subdivisions of the State of Florida, (collectively referred to as U)
the "Parties" and, when excluding Broward, the "Contributing Counties"). cu
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Recitals
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A. Southeast Florida is one of the most vulnerable areas in the country to the impacts of
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climate change. o
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B. The Parties adopted the Southeast Florida Regional Climate Change Compact("Compact")
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in 2009. °
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C. Since adopting the Compact, the Parties have worked with one another and numerous
other stakeholders to address climate change at the regional level.
D. In the eleven years since the Compact was adopted, the Parties and other stakeholders
successfully completed a Regional Climate Action Plan ("RCAP") of 110 recommendations
and a significant update to the RCAP after a five-year implementation period, a unified ;
sea level rise projection for Southeast Florida and two subsequent updates, a regional o
greenhouse gas emissions inventory, a regional vulnerability analysis, joint annual state
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and federal legislative programs, planning and execution of twelve Regional Climate
Leadership Summits, and other joint activities, earning significant national and
international attention. W
E. The Parties have recognized the benefits of regional coordination since the adoption of
the Compact.
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F. The Institute for Sustainable Communities, a Vermont not-for-profit corporation N
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.
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G. The Kresge Foundation ("Kresge") has supported ISC coordination and facilitation services CL
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for the Compact to further augment Compact implementation with One Million Eight 0
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Hundred and Seventy Five Thousand Dollars ($1,875,000) in funding from 2013 through
2020, but reduced funding from Two Hundred Thousand Dollars ($200,000) annually for E
2018 and 2019, to One Hundred Thousand ($100,000) for 2020, with no further funding,
requiring the Parties to increase their individual contributions to maintain the same level
of ISC support. E
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H. The Parties desire to continue to engage ISC to provide coordination and facilitation
services.
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I. The Parties acknowledge that a contract for services with ISC would be most efficiently
retained and supervised by one county; and 0
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J. The Parties desire to enter into this Agreement for cost-sharing support of ISC. Cn
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NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
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which are hereby acknowledged, the Parties agree as follows:
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ARTICLE 1. DEFINITIONS —
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1.1 Board.The Board of County Commissioners of Broward County, Florida.
1.2 Compact Leadership Committee. A committee made up of one representative from each 0
Party, the requirements for which are further specified in Article 2. The Committee will
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provide formal, unified advice and recommendations on climate change and resilience
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issues to the Parties' governing bodies.
1.3 Contract Administrator. The Deputy Director of the Broward County Environmental
Protection and Growth Management Department.
1.4 County Administrator.The administrative head of Broward appointed by the Board.
1.5 County Attorney. The chief legal counsel for Broward appointed by the Board.
1.6 Fiscal Year. The County Fiscal Year begins on October 1st of each year and continues
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through September 30t" of the following calendar year.
1.7 Services. All work required of ISC by Broward on behalf of the Parties under an agreement c�
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
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2.1 Broward shall pay ISC for coordination and facilitation services for the Compact pursuant CL
to an agreement between Broward and ISC for such services ("ISC Coordination and 0
Facilitation Services Agreement"). Upon receipt of an invoice pursuant to section 4.2 of
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this Agreement, Contributing Counties agree to each remit up to Two Hundred Seventy-
Five Thousand Dollars ($275,000) to Broward to be used as their share of costs Broward
will incur pursuant to the ISC Coordination and Facilitation Services Agreement. All
Parties agree to contribute equal amounts, within the dollar limits of this Agreement. To
this end, Broward agrees to also remit up to Two Hundred Seventy-Five Thousand Dollars
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($275,000) to ISC for Services under the ISC Coordination and Facilitation Services
Agreement. and, on behalf of the Parties, to retain and supervise ISC's performance of
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the ISC Scope of Services, attached as Exhibit A. ®,
2.2 The Parties agree to participate in a four-County Compact Leadership Committee, which 0
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will provide formal, unified advice and recommendations on climate change and CL
resilience issues to the Parties' governing bodies. The Parties will each select one Cn
representative to serve on the Compact Leadership Committee, which representative CU
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must have experience and knowledge in the area of resilience and climate change and
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must have a leadership position related to the area of resilience and climate change in
the respective County's government. Each party may designate an alternate to the CU
Compact Leadership Committee, but such alternate must meet the same qualifications as each party's representative. The initial representatives from each County are:
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• The Chief Resilience Officer of Broward County.
• The Deputy Resilience Officer of Miami-Dade County.
• The Chief Resilience Officer of Monroe County.
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• The Director of the Office of Resilience of Palm Beach County. 0
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The Compact Leadership Committee will seek input from stakeholders and technical and
scientific experts, and it may invite and hear from experts and representatives of other
local governments and stakeholders, including, but not limited to, local municipalities,the
South Florida Water Management District, the Nature Conservancy, the Florida Climate
Institute, and the South Florida Regional Planning Council. 0
The Compact Leadership Committee will serve in an advisory capacity to the Parties'
governing bodies and lacks the power or authority to commit the Parties or any of their
agencies or instrumentalities to any policies, incur any financial obligations, or to create
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any liability, contractual or otherwise, on behalf of the Parties or any of their agencies or
instrumentalities.
All proceedings of the Compact Leadership Committee must be conducted in accordance `;'
with the Government in the Sunshine Law, § 286.011, F.S., and the Florida Public Records
Act, Ch. 119, F.S. Members of the Compact Leadership Committee must also comply with
all applicable ethics laws. Three members of the Compact Leadership Committee
constitute a quorum. The Compact Leadership Committee will hold regular meetings and
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may create its own rules of procedure, as needed, provided that such rules are consistent CL
with this Agreement and applicable laws. The Compact Leadership Committee shall
decide on an annual basis the distribution of meeting locations to be held among the four
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Counties, with preference given to rotating meeting locations among each of the _
Counties.
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ARTICLE 3. TERM AND TIME OF PERFORMANCE
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3.1 The term of this Agreement shall begin on January 1, 2021, and shall end at 11:59 PM on ®,
January 1, 2024 ("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 0
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in accordance with Chapter 129, Florida Statutes. The failure of any party to budget or CL
appropriate sufficient funds for this Agreement shall constitute additional grounds for any Cn
other party to terminate this Agreement pursuant to the procedures in sections 7.3 and CU
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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. CU
3.2 Unless otherwise agreed by the Parties in writing, all duties, obligations, and L-
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responsibilities of the Parties required by this Agreement shall be completed no later than
January 1, 2024. Time is of the essence in performing the duties, obligations, and
responsibilities required by this Agreement.
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ARTICLE 4. COMPENSATION
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4.1 For the Term, Contributing Counties will pay Broward up to a maximum amount as
follows:
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Services/Goods Not-To-Exceed Amount
Miami-Dade $275,000 0
Monroe $275,000
Palm Beach $275,000
TOTAL NOT TO EXCEED $825,000
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4.2 METHOD OF BILLING AND PAYMENT
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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:
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Broward County Board of County Commissioners
Attn: Jennifer Jurado, PhD, Deputy Director, Environmental Protection and
Growth Management Department, and Chief Resilience Officer
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Governmental Center, Suite 329B _
115 South Andrews Avenue
Fort Lauderdale, Florida 33301
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4.2.2 Broward may invoice each of the Contributing Counties in the amounts set forth
as follows: CD
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Fiscal Year 2021: Quarter 2 $25,000 0
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Fiscal Year 2021: Quarter 3 $25,000 CL
Fiscal Year 2021: Quarter 4 $25,000 U)
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Fiscal Year 2022: Quarter 1 $25,000
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Fiscal Year 2022: Quarter 2 $25,000
Fiscal Year 2022: Quarter 3 $25,000 CU
Fiscal Year 2022: Quarter 4 $25,000 —
Fiscal Year 2023: Quarter 1 $25,000
Fiscal Year 2023: Quarter 2 $25,000
Fiscal Year 2023: Quarter 3 $25,000 0
Fiscal Year 2023: Quarter 4 $25,000
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ARTICLE S. 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.
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ARTICLE 6. INSURANCE
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Parties are entities subject to Section 768.28, Florida Statutes, and shall furnish the other PartiesCD
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with written verification of liability protection in accordance with state law upon request by a
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party subject to this Agreement.
ARTICLE 7. TERMINATION
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7.1 This Agreement may be terminated for cause by an aggrieved party if a party in breach CL
has not corrected the breach within ten (10) days after receipt of written notice from the 0
aggrieved party identifying the breach. This Agreement may also be terminated for
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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
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circumstances in the event Broward's County Administrator determines that termination
is necessary to protect the public health, safety, or welfare. If Broward erroneously, CD
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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 CD
(30) days after such notice of termination for cause is provided. 0
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7.2 This Agreement may be terminated for cause for reasons including, but not limited to, Cn
submission for payment of false or incorrect bills or invoices or failure to promptly make CU
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payment pursuant to invoices. This Agreement may be terminated for convenience by
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any party to this Agreement if ISC is placed on the Scrutinized Companies with Activities
in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy CU
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.
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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 0
Broward's County Administrator deems necessary to protect the public health, safety, or
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welfare, may be verbal notice that shall be promptly confirmed in writing in accordance
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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 W
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
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adequacy of which are hereby acknowledged by Contributing Counties, for Broward's N
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right to terminate this Agreement for convenience.
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ARTICLE 8. EEO COMPLIANCE c�
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8.1 No party to this Agreement may discriminate on the basis of race, color, sex, religion, U
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national origin, disability, age, marital status, political affiliation, sexual orientation, CL
pregnancy, or gender identity and expression in the performance of this Agreement. 0
Failure by any party to carry out any of the requirements of this section shall constitute a
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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.
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ARTICLE 9. MISCELLANEOUS
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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 CD
remain the property of Broward and, if ISC has claimed a copyright, ISC has agreed to 0
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grant Broward a non-exclusive license to use the copyrighted item(s) indefinitely, to CL
prepare derivative works, and to make and distribute copies to the public, which license Cn
Broward agrees to grant to and share with Contributing Counties.
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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, the ISC Coordination and Facilitation Services Agreement shall —
contain any language required pursuant to Section 119.0701, Florida Statutes.
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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, 0
including without limitation in the negotiation of this Agreement, is accurate, complete,
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and current at the time of contracting.
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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.
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9.5 Independent Contractor. Parties are independent contractors under this Agreement. In
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providing services under this Agreement, neither Broward nor its agents shall act asCD
officers, servants, employees, or agents of Contributing Counties. Contributing Counties c�
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
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with the terms of this Agreement and of all persons performing the same, and Broward CL
shall be responsible for the acts and omissions of its officers, agents, servants, and 0
employees, if any. None of the Parties shall have the right to bind any other party to any
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obligation not expressly undertaken under this Agreement.
ISC is an independent contractor under its agreement with Broward. The ISC Coordination
and Facilitation Services Agreement provides that neither ISC nor its agents shall act as
officers, employees, or agents of Parties. Contributing Counties recognize that ISC shall U
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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
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negligence of Broward or Broward's employees. ®,
9.6 Third Party Beneficiaries. Neither Contributing Counties nor Broward intends to directly 0
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or substantially benefit a third party by this Agreement. Therefore, the Parties CL
acknowledge that there are no third party beneficiaries to this Agreement and that no U)
third party shall be entitled to assert a right or claim against any party based upon this CU
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Agreement. Nothing in this Agreement, express or implied, is intended to (i) confer upon
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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, CU
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.
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9.7 Notices. 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 email to the addresses listed 0
below. Notice will be effective upon mailing. The addresses for notice shall remain as set
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forth herein unless and until changed by providing notice of such change in accordance
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with the provisions of this section.
FOR BROWARD:
Broward County Environmental Protection and Growth Management Department
Attn: Jennifer Jurado, PhD, Deputy Director
Governmental Center, Room 329B
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115 South Andrews Avenue
Fort Lauderdale, Florida 33301
Email address: jjurado@broward.org
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FOR MIAMI-DADE:
Miami-Dade Office of Resilience, Regulatory & Economic Resources Department
Attn: Nichole Hefty, Deputy Resilience Officer c�
Stephen P. Clark Center
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111 NW 1st Street, 12th Floor
Miami, Florida 33128 c�
Email address: Nichole.Hefty@miamidade.gov
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FOR MONROE: CL
Monroe County Administration 0
Attn: Rhonda Haag, Chief Resilience Officer
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102050 Overseas Highway, Ste. 246
Key Largo, FL 33037
Email address: Haag-Rhonda@MonroeCounty-FL.Gov
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FOR PALM BEACH:
Palm Beach County Office of Resilience
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Attn: Megan Houston, Director ®,
2300 North Jog Road, 4th Floor
West Palm Beach, FL 33411 0
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Email address: MSHouston@pbcgov.org CL
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9.8 Assignment and Performance. Except for the ISC subcontracting approved in writing by CU
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the Parties at the time of its execution of this Agreement or any written amendment
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hereto, neither this Agreement nor any right or interest herein may be assigned,
transferred, subcontracted, or encumbered without the prior written consent of the CU
Parties. If any party violates this provision, any other party shall have the right to —
immediately terminate this Agreement by providing notice per section 9.7.
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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, 0
and obligation set forth herein is substantial and important to the formation of this
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Agreement, and each is,therefore, a material term hereof. Any Parties'failure to enforce
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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
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court of competent jurisdiction, that part shall be deemed severed from this Agreement
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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
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shall not be construed more strictly against any party.
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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
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personal pronouns used in this Agreement shall include the other gender,and the singular CL
shall include the plural, and vice versa, unless the context otherwise requires. Terms such 0
as "herein," "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole
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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.
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9.14 Priority of Provisions. If there is a conflict or inconsistency between any term, statement,
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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. 0
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9.15 Law, Jurisdiction, Venue, Waiver of Jury Trial. This Agreement shall be interpreted and U)
construed in accordance with and governed by the laws of the state of Florida. The Parties CU
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agree that the exclusive venue for any lawsuit arising from, related to, or in connection
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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 CU
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 0
A PARTY FAILS TO WITHDRAW A REQUEST FOR A JURY TRIAL IN A LAWSUIT ARISING
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OUT OF THIS AGREEMENT AFTER WRITTEN NOTICE BY ANY OTHER PARTY OF VIOLATION
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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 FORJURY 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.
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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
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no commitment, agreement, or understanding concerning the subject matter of this
Agreement that is not contained in this written document. c�
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9.18 Payable Interest U
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9.18.1 Payment of Interest. Each of the Parties shall not be liable to pay any interest to 0
any of the other Parties for any reason, whether as prejudgment interest or for
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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
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interest, including for post-judgment interest, if such application would be
contrary to applicable law. CD
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9.18.2 Rate of Interest. If, for whatever reason, the preceding subsection is determined CD
to be invalid or unenforceable by a court of competent jurisdiction, the annual 0
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rate of interest payable by any of the Parties under this Agreement, whether as CL
prejudgment interest or for any other purpose, shall be, to the full extent U)
permissible under applicable law, 0.25% (one quarter of one percent) simple CU
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interest (uncompounded).
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9.19 Incorporation by Reference. Any and all Recital clauses stated above are true and correct CU
and are incorporated herein by reference. The attached Exhibits are incorporated into and made a part of this Agreement.
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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 0
this Agreement, duly authorized by all necessary and appropriate action to execute this 10
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Agreement on behalf of such party and does so with full legal authority.
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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.
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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
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prior written consent of Broward. Broward consents to use of its name and logo in N
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marketing and publicity materials related to the Compact by the Contributing Counties.
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9.24 Force Maieure. If the performance of this Agreement, or any obligation hereunder, is c�
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
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governmental agency,the party so affected, upon giving prompt notice to the other party, CL
shall be excused from such performance to the extent of such prevention, provided that 0
the party so affected shall first have taken reasonable steps to avoid and remove such
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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
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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. CD
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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
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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. 0
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BROWARD U)
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ATTEST: BROWARD COUNTY, by and through
its Board of County Commissioners
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By:
Broward County Administrator, as
Ex-officio Clerk of the Broward County day of , 20
Board of County Commissioners
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Approved as to form by
Andrew J. Meyers
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Broward County Attorney 0
Governmental Center, Suite 423
115 South Andrews Avenue
Fort Lauderdale, Florida 33301
Telephone: (954) 357-7600
Telecopier: (954) 357-7641
By: `
Damaris Y. Henlon (Date)
Assistant County Attorney
By: >
Maite Azcoitia (Date)
Deputy County Attorney
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INTERLOCAL AGREEMENT AMONG BROWARD COUNTY, MIAMI-DADE COUNTY,
MONROE COUNTY, AND PALM BEACH COUNTY FOR COST SHARE SUPPORT OF SERVICES FOR
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THE SOUTHEAST FLORIDA REGIONAL CLIMATE CHANGE COMPACT
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MIAMI-DADE CL
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WITNESSES: MIAMI-DADE COUNTY
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By:
Signature Authorized Signor —
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Print Name of Witness above Print Name and Title
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day of , 20 L
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Signature
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ATTEST: _
Print Name of Witness above
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Corporate Secretary or other person
authorized to attest
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(CORPORATE SEAL OR NOTARY)
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INTERLOCAL AGREEMENT AMONG BROWARD COUNTY, MIAMI-DADE COUNTY,
MONROE COUNTY, AND PALM BEACH COUNTY FOR COST SHARE SUPPORT OF SERVICES FOR
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THE SOUTHEAST FLORIDA REGIONAL CLIMATE CHANGE COMPACT
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MONROE CL
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(SEAL) BOARD OF COUNTY COMMISSIONERS
ATTEST:KEVIN MADOK, CLERK OF MONROE COUNTY, FLORIDA
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By By
Deputy Clerk Mayor Heather Carruthers
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A POE COUNTY DDV� A nNEY
FORM
PAD 0 J.
ASSISTA U 4TY ATTO FIN Est"
Date 10/8/20
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INTERLOCAL AGREEMENT AMONG BROWARD COUNTY, MIAMI-DADE COUNTY,
MONROE COUNTY, AND PALM BEACH COUNTY FOR COST SHARE SUPPORT OF SERVICES FOR
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THE SOUTHEAST FLORIDA REGIONAL CLIMATE CHANGE COMPACT
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PALM BEACH CL
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WITNESSES: PALM BEACH COUNTY
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By:
Signature Mayor —
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Print Name of Witness above Print Name
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day of , 20 L
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Signature
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Print Name of Witness above
ATTEST:
Sharon R. Bock
Clerk and Comptroller r_
Approved as to Form and Legal Sufficiency By:
By: Deputy Clerk
County Attorney
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(CORPORATE SEAL OR NOTARY)
APPROVED AS TO TERMS AND CONDITIONS c�
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Department Director c�
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Exhibit A— ISC Scope of Services
Support for the Southeast Florida Regional Climate Change Compact
Statement of Work for FY2021—2023
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During the contracted period, the Institute for Sustainable Communities ("ISC") must provide a Cn
level of effort and time per year that will not be less than the equivalent of two and a half (2.5)
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full-time employees.This level of effort will combine the time and expertise of ISC staff to provide CL
services to the South Florida Regional Climate Change Compact ("Compact"), including
governance process facilitation and support, strategic and technical assistance, communications
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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. With respect to the Compact Leadership Committee ("CLC'), as well as working groups 0
and advisory groups, ISC must conduct all tasks in accordance with the Sunshine Law, the Public
Records Act, and all other applicable law. The details of the services ISC must perform are
articulated in the tasks and deliverables set forth below.
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Task 1: Provide Secretariat Services for the Compact
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Task 1.1: Compact Leadership Committee Meeting Support
Representative tasks include: Coordinating a minimum of monthly meetings of the Compact
Leadership Committee and providing meeting support, identifying key strategic and ®"
management issues for the ongoing success of the Compact; developing meeting agendas in
partnership with the CLC and/or chairperson, as appropriate; compiling hot topics for discussion °2�with the Compact; facilitating communications by Compact partners; assembling requests for
Compact support and engagement; and conducting tasks in accordance with all applicable laws.
Task 1.2: Biannual (2x annually) Compact Retreats U)
Representative tasks include: Identifying key strategic and management issues for the ongoing
success of the Compact; providing strategic advice to the CLC and associated staff from the
Parties; developing the retreat agenda with input by CLC and resilience staff from the Parties;
conducting the retreat in accordance with all applicable laws, and paying for various retreat-
related expenses for all attendees, including venue and audiovisual equipment costs, if
applicable, ISC staff travel costs, breakfast and lunch, printing, and other miscellaneous costs.
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Task 1.3: General Compact Support— Priority Tasks CU
Representative tasks include: Providing support on short and longer-term tasks as prioritized and E
assigned by the CLC or the Contract Administrator, as appropriate, on an annual basis with the
ability to make adjustments on a quarterly basis as issues, challenges, and opportunities arise in CU
furthering the interests of the Compact partners; developing an annual Compact work plan in =
collaboration with the CLC and the Contract Administrator, as appropriate, to guide Compact's
annual work priorities and deliverables; maintaining a timeline; and developing processes to
achieve deliverables.
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Task 1.4: Annual Regional Climate Leadership Summit ("Summit") Support
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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. 0
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Task 1.5: General Fundraising Support Cn
Representative tasks include: Identifying new grant resources for the Compact (federal, state, or CU
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private philanthropy)and coordinating the development of proposals and budgets in partnership
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with the CLC and Contract Administrator, as appropriate.
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Task 1.6: Compact Working Group Coordination and Support —
Representative tasks include: Identifying key issues and annual priorities in collaboration with
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working groups; developing agendas for participants; scheduling meetings and, upon request,
providing facilitation during the meetings; taking meeting notes, and tracking action items
through completion; providing research, analysis, and specific Compact-branded guidance 0
products, tools, and reports, as requested by the working groups; and conducting all tasks in
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compliance with all applicable laws.
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Task 2: Provide Implementation Support for the Regional Climate Action Plan ("RCAP")
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Task 2.1: RCAP Implementation Workshops (three per year)
Representative tasks include: Designing the workshop and agenda; managing logistics; and
producing the guidance materials from the RCAP for the Compact website. ISC must pay for all
workshop event costs, including ISC staff travel costs, venue, audiovisual equipment, catering,
printing, and other miscellaneous costs. The CLC shall decide on an annual basis the distribution
of meeting locations to be held among the four Counties, with preference given to rotating
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meeting locations among each of the Counties.
Task 2.2: RCAP Resources and Guidance Products c�
Representative tasks include: Developing and providing continual updates to an online library of
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curated and reviewed resources to accompany RCAP recommendations. Additionally, at the
Compact's request, ISC will develop RCAP Implementation Guidance Products to support c�
workshop topics, typically 8-20 page reports that compile all resources provided by workshop
speakers on a given topic, as well as additional case studies, technical information, tools, policy
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guidance, or useful information to support implementation of recommendations. CL
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Task 2.3: Conduct a Regional Greenhouse Gas Inventory
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Representative tasks include: At the Compact's request, ISC will develop inventory scope in
collaboration with guidance from the CLC and Contract Administrator, as appropriate; obtaining
data from all relevant sources across the region; analyzing data; writing, formatting, and
publishing a report containing conclusions about regional emissions.
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Task 2.4: Sea Level Rise ("SLR") Ad Hoc Technical Advisory Group Coordination and Support
Representative tasks include: Developing and administering SLR projection survey; synthesizing
and reporting on survey data; developing agendas; scheduling meetings and, upon request, 0
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providing facilitation; taking meeting minutes, and tracking action items through completion; CL
providing research to support group activity, as requested by the SLR Ad Hoc Technical Advisory Cn
Group, resilience staff from the Parties, and the Contract Administrator, as appropriate; and CU
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conducting all meetings in accordance with applicable law.
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Task 3: Coordinate the Third RCAP Analysis and Planning ("RCAP 3.0")
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Task 3.1: Provide Support for RCAP Analysis Activities
Representative tasks include: Working with the CLC and relevant subject matter experts to
prepare for the Third Regional Climate Action Plan ("RCAP 3.0") document by the end of 2022;
providing logistical and facilitation support; assisting with document preparation and
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finalization; managing review and comment processes for draft documents; surveying local 0
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governments to assess implementation status of the Second Regional Climate Action Plan
(2017) ("RCAP 2.0"); conducting gap analysis.
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Task 3.2: Multi Stakeholder Engagement Support
Representative tasks include: Developing a regional stakeholder landscape map in partnership
with the CLC and facilitating/staffing the CLC in the creation of a regional stakeholder 0
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communications and engagement strategy in advance of developing RCAP 3.0.
Task 3.3: Provide Support for RCAP Strategy Development
Representative tasks include: Working with the CLC and subject matter experts to structure Ln
and support topically organized RCAP 3.0 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 c�
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draft documents.
Task 3.4: Provide Support for Final RCAP 3.0 Production
Representative tasks include: Working with the CLC to finalize RCAP 3.0 by analyzing public U
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comments; revising draft RCAP 3.0 content as needed; updating Compact RCAP website CL
platform with all new content; producing the final layout version of RCAP 3.0 in pdf format. 0
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Task 4: Compact Communications Support
Task 4.1: Compact Website and Compact Currents
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Representative tasks include: Providing ongoing support and maintenance to the Compact
website; developing new content and pages on the Compact site; developing and delivering
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Compact Currents, the Compact's quarterly e-newsletter. ®,
Task 4.2: Press/Media Relations and External Inquiries Support 0
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Representative tasks include: Fielding and responding to media requests on behalf of the CL
Compact when appropriate; directing reporters to relevant CLC members or Parties' resilience U)
staff; speaking to reporters on background; developing talking points for Parties with press; CU
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tracking all relevant press; and responding to Compact email inquiries, as requested by resilience
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staff from the Parties and the Contract Administrator, as appropriate.
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Task 4.3: Compact Communication Collateral Development and Maintenance —
Representative tasks include: Developing and updating templates for Compact presentations for
use by Parties; developing and updating Compact fact sheets and other communication pieces as
requested by the Parties, or as required by the circumstances.
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Deliverables
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ISC must provide a quarterly narrative report detailing activities across these four key tasks,
including an ISC accounting of staff time and expenses for review and approval by the Contract
Administrator.
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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 the United States Agency for International
Development, ISC's cognizant audit agency.
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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
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rates for meals and incidental expenses that do not exceed US Government rates. N
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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 c�
based on ISC's overall program cost and budget.
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Indirect Costs—ISC's indirect cost calculation methodology uses a modified total direct cost base CL
consisting of total direct costs, less grant agreement amounts that exceed $25,000. ISC's NICRA 0
is currently 28.75% percent of its modified total direct cost base.
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Attachment A to Exhibit A
TFi`gCF
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USAir :3
I:ROM THE AWRICAN HOPL[ f)
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September 26,2018
Christine Settles,Sr.Finance Manages•
Institute for Sustainable Communities _
535 Stone Cutters Way (�
Montpelier,Vermont 05602
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Dear Ms.Settles:
The Overhead,Special Costs and Closeout Branch of the Office of Acquisition and Assistance within the 0
Management Bureau is the central unit authorized to negotiate indirect cost rates with concerns awarded
contacts,cooperative agreements,or grants by the U.S.Agency for International Development(USAID). 10
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Enclosed is the USAID Negotiated Indirect Cost Rate Agreement(NICRA)for (lie appropriate official in 0-
your organization to sign. The NICRA establishes negotiated final indirect cost rates for the fiscal year ended
September 30,2017; and sets provisional indirect cost rates for the fiscal year beginning October 1,2017, e
until amended.
Note that these indirect cost rates apply to all flexible priced awardslcontracts incorporating provisional
indirect cost rates. For awards that inco''poratc these rates,you Are directed within 120 days to tape the
necessary actions to adjust your invoices or financial expenditure reports(SF-425)for the difference
between the billed indirect rates (provisional and final)in the NICRA. further, be aware that the
NICRA does not change any monetary ceiling, obligation or specific cost allowance or disallowance 0
provided,for in each award between the parties, Therefore,care needs to be taken to ensure that amounts Cn
claimed do not exceed award limitations or indirect cost rate ceilings.
Please print and sign the attached electronic copy of the NICRA. Retain one signed copy and email a signed
copy to Catrina Burgess at cbttrgessCusaid.gov at your earliest convenience. If you prefer,send a signed
copy of the NICRA to me at the following address:.M/OAA/CAS/OCC,SA-44,Room 82213,USAM, 1300 Uj
Pennsylvania Ave.,NW,Washington,DC 20523-7802.
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Tf you have any questions concerning the indirect cost rate agreement,contact Catrina Burgess at(202)567- _
4662, le
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Sincerely04 04
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Eugenia L.Brown 04
Agreement Officer
Overhead,Special Cost and Closeout Branch
Cost,Audit and Support Division
Office of Acquisition and Assistance Crj
Enclosure: USAID NICRA CL
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U.S.Agenry for Intematio at I)evdopment
1300 Pennrylvanla Avenue,NW tU
Wx,finglon,t)C 20 523 E
vaw a"lid.gov (�
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FROM`rl-IE AMERICAN PEOPLE CL
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NEGOTIATED INDIRECT COST RATE AGREEMENT 0
September 26,2018
ORGANIZATION 0
Institute for Sustainable Communities
535 Stone Cutters Way
Montpelier,Vermont 05602 0
The rates approved in this Agreement are for use on grants,contracts and other agreements with CrJ
the Federal Government to which 2 Code of Federal Regulations (CFR) 200 applies, subject to 0-
the conditions in section II,A, below, The rate(s) were negotiated by the U.S. Agency for
International Development in accordance with the authority contained in Appendix IV,
Paragraph C.2(a)of the CFR,
SECTION 1:NEGOTIATED INDIRECT COST RATES
EFFECTIVE PERIOD INDIRECT COST RATES 0
FRINGE BENEFITS OVERHEAD
TYPE FROM THROUGH (a) _ b)._
Final 10-01-16 09-30-17 27.53% 28,58%
Provisional 10-01-17 Until Amended 31.08% 28.75%
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Base of Application UJI
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(a) Total labor dollars excluding national in-country staff salaries, expatriate allowances, W
relocation allowances and temporary staff le
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(b) Total costs excluding overhead expenses, donated services and subawards in excess of
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$25,000 per each subaward
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U S Ayen�y for lntei nahonal Development 0
1300 i'omsyl,vania Avenue,NW
Washinf;ton,DC 20523 Q)
www.usaid.pov
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SECTION II: GENERAL U)
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A. LIMITATIONS. Use of the rate(s)contained in this Agreement is subject to all statutory or CL
administrative limitations and is applicable to a given grant,contract or other agreement only E
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 E
grantee/contractor via an approved central service cost allocation plan were included in its L-
indirect cost rate proposal and that such incurred costs are legal obligations of the 0
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 0
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,
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B. ACCOUNTING CIIANQES: 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 0
changes in the method of charging a particular type of cost as direct or indirect and changes vi
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,.
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C. NOTIFICATION TO FEDERAL AGENCIES: A copy of this document is to be provided by UJ
this organization to other Federal funding sources as a means of notifying them of the
Agreement contained herein.
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D. PROVISIONAL-FINAL RATES: The grantee/contractor 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
rate is greater than the provisional rate and there are no funds 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 CL
the difference to the funding agency. E
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E. SPECIAL REMARKS: CL
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I. Indirect costs charged to Federal grants/contracts by means other than the rate(s)cited in the U
agreement should be adjusted to the applicable rate(s)cited herein which should be applied to CrJ
the appropriate base to identify the proper amount of indirect costs allocable to the program.
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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. 0
3. The rates hereby approved are subject to periodic review by the Government at any time their
rise is deemed improper or unreasonable. You are requested to advise the Government 0
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 CU
flexibly priced grants and other agreements; or adjustment or final vouchers for all flexibly 0-
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 Z
money is de-obligated,it will not be reinstated.
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ACCEPTED:Instit c for Su ainable Communities / UJ
By: hl
signature ugenta l r'7wn
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Agreement Officer
Printed or Typed hiatus overhead,Special Cost and Closeout Branch
ypg Cost,Audit and Support Division hit
�a S office or Acquisition and Assistance
U.S.Agency for lntemaiional Development 04
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