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HomeMy WebLinkAboutCity of Tamarac Resolution R-2022-020 ILA Opioid Settlement FundsTemp. Reso #13736 February 8, 2022 Page 1 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2022- 01A0 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA RELATED TO THE OPIOID SETTLEMENT, ADOPTING AN INTERLOCAL AGREEMENT GOVERNING USE OF BROWARD COUNTY REGIONAL OPIOID SETTLEMENT FUNDS; AUTHORIZING CITY OFFICIALS TO EXECUTE ALL APPROPRIATE DOCUMENTS CONSISTENT HEREWITH; DIRECTING THE CITY CLERK TO TRANSMIT A COPY OF THIS RESOLUTION TO BROWARD COUNTY; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, a national epidemic arose as a result of the manufacture, distribution, and over -prescribing of opioid analgesics and resulted in opioid overdoses and addictions throughout Broward County ("Opioid Epidemic"); and WHEREAS, Broward County ("the County") and all Broward Municipalities ("Municipalities") have suffered harm from the Opioid Epidemic; and WHEREAS, the State of Florida has filed an action pending in Pasco County, Florida, and a number of Florida cities and counties have also filed an action titled In re: National Prescription Opiate Litigation, MDL No. 2804 (N.D. Ohio) ("Opioid Litigation"). WHEREAS, the County is a litigating participant in the Opioid Litigation settlement funds and proposed settlements have been developed to resolve certain claims under the Opioid Litigation; and WHEREAS, the Florida Memorandum of Understanding (the "Florida Plan") sets forth the framework for a unified plan between the State of Florida and local Temp. Reso #13736 February 8, 2022 Page 2 governments within the state of Florida regarding the proposed allocation and use of Opioid Litigation settlement funds; and WHEREAS, the Florida Plan, as currently drafted, divides the settlement funds into three funds: (i) the City/County Fund (ii) the Regional Fund (iii) the State Fund. To receive its share of the County Regional Fund, the County must qualify as a "Qualified County"; and WHEREAS, to qualify as a Qualified County under the Florida Plan, the County must have a population exceeding 300,000, have an Opioid abatement task force, and enter into an agreement with its municipalities whose populations, taken together, contain at least 50% of the County's population; and WHEREAS, Broward County meets the population requirement with a 1.94 million population; and WHEREAS, Broward County Community Response Team ("BCCRT") is a task force that advises, plans, and provides programs relating to the abatement of opioid abuse and other substance abuse throughout Broward County; and WHEREAS, the County operates the Broward Addiction Recovery Center ("BARC"), which provides substance abuse assessment, prevention, detoxification, residential and outpatient services to adults aged 18 years and older; and WHEREAS, BARC also provides treatment for substance abuse and co-occurring disorders such as depression, anxiety, trauma, and other mental health concerns that may contribute to an individual's substance abuse and dependence; and WHEREAS, to meet the third requirement for a "Qualified County", the County is requesting that each municipality approve an Interlocal Agreement Governing use of Temp. Reso #13736 February 8, 2022 Page 3 Broward County Regional Opioid Settlement Funds (ILA), attached hereto as Exhibit "A" by electronic signature and return the executed ILA no later than Friday, February 25, 2022; and WHEREAS, without the ILA, the County Regional Funds will be allocated to Broward Behavioral Health Coalition (BBHC), which would be required under the Florida Plan to spend such funds within Broward County to the greatest extent practicable; and WHEREAS, approval of the ILA enables Broward County to become eligible to receive the Regional Funds, as a "Qualified County" ensuring that all allocated funds remain in the County to provide services for local residents; and WHEREAS, the City Commission recognizes that it is in the best interest of Broward County and Municipalities to enter into the ILA governing the use of Broward County Regional Opioid settlement funds to ensure the County qualifies as a "Qualified County" and to receive County Regional Funds. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, THAT: SECTION 1: The foregoing `WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution. All exhibits attached hereto are incorporated herein and made a specific part of this Resolution. SECTION 2: The appropriate City Officials are hereby authorized to execute the Interlocal Agreement between Broward County and Broward County Municipalities, attached hereto and made a part hereof as Exhibit "A." Temp. Reso #13736 February 8, 2022 Page 4 SECTION 3: The City Clerk is hereby directed to transmit the copy of this Resolution to Broward County. SECTION 4: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 5: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. "The remainder of this page has been left blank intentionally" Temp. Reso #13736 February 8, 2022 Page 5 SECTION 6: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this 4'-�� day of , 2022. V MIC ELLE J. GOME MAYOR ATTEST: J M_&kt ER Jt NS 'N MC CITY CLERK RECORD OF COMMISSION VOTE MAYOR GOMEZ ''y DIST 1: COMM. BOLTON DIST 2: V/M GELIN &'S DIST 3: COMM. VILLALOBOS Q0 DIST 4: COMM. PLACKO Id I HEREBY CERTIFY that I have appiov�d this RESOLUTIOVN as to form. f R.JHERIN, J ATTORNEY #s � r t F t. 0 R 1 P A Exhibit A INTERLOCAL AGREEMENT GOVERNING USE OF BROWARD COUNTY REGIONAL OPIOID SETTLEMENT FUNDS This Interlocal Agreement ("Agreement") is made and entered into by and between Broward County ("County"), a political subdivision of the state of Florida, and each of the following municipalities that elects to enter into this Agreement: City of Coconut Creek, Cooper City, City of Coral Springs, City of Dania Beach, Town of Davie, City of Deerfield Beach, City of Fort Lauderdale, City of Hallandale Beach, Town of Hillsboro Beach, City of Hollywood, Town of Lauderdale -by -the -Sea, City of Lauderdale Lakes, City of Lauderhill, Village of Lazy Lake, City of Lighthouse Point, City of Margate, City of Miramar, City of North Lauderdale, City of Oakland Park, City of Parkland, Town of Pembroke Park, City of Pembroke Pines, City of Plantation, City of Pompano Beach, Village of Sea Ranch Lakes, Town of Southwest Ranches, City of Sunrise, City of Tamarac, City of Weston, City of West Park, and City of Wilton Manors, each a municipal corporation existing under the laws of the state of Florida (each a "Municipality" and collectively the "Municipalities") (County and the Municipalities are collectively referred to as the "Parties"). Recitals A. A national epidemic arose as a result of the manufacture, distribution, and over - prescribing of opioid analgesics and resulted in opioid overdoses and addictions throughout Broward County ("Opioid Epidemic"). B. County and Municipalities have suffered harm from the Opioid Epidemic. C. County is a Charter County within the state of Florida, and has an estimated population of 1,932,212 based on the most recent census data. D. Municipalities are located in Broward County, Florida. E. The state of Florida has filed an action pending in Pasco County, Florida, and a number of Florida cities and counties have also filed an action titled In re: National Prescription Opiate Litigation, MDL No. 2804 (N.D. Ohio) ("Opioid Litigation"). The County is a litigating participant in the Opioid Litigation. F. Proposed settlements have been developed to resolve certain claims under the Opioid Litigation. G. The Attorney General for the State of Florida ("Attorney General") anticipates that settlement funds arising out of the Opioid Litigation will be distributed to the State of Florida over multiple years as part of a global settlement, and not directly distributed to County and Municipalities. H. The Florida Memorandum of Understanding a/k/a Florida Opioid Allocation and Statewide Response Agreement ("Florida Plan") attached hereto as Exhibit A sets forth the framework for a unified plan between the state of Florida and local governments within the state of Florida regarding the proposed allocation and use of Opioid Litigation settlement funds. The Florida Plan, as currently drafted, divides the settlement funds into three funds: (i) the City/County Fund; (ii) the Regional Fund; and (iii) the State Fund. I. To receive its share of the Regional Fund (the "County Regional Funds," as defined below), County must qualify as a "Qualified County" as that term is defined under the Florida Plan. J. If County does not qualify as a "Qualified County," the County Regional Funds will be allocated to Broward Behavioral Health Coalition (BBHC), which would be required under the Florida Plan to spend such funds within Broward County to the greatest extent practicable. K. To qualify as a Qualified County under the Florida Plan, County must enter into an Agreement with municipalities whose populations, taken together, contain at least 50% of the County's population. L. Under the Florida Plan, County will be required to expend the County Regional Funds in Broward County for abatement of the effects of the Opioid Epidemic. M. County has an abatement plan that is being utilized to respond to the Opioid Epidemic. N. The Broward County Community Response Team ("BCCRT") is a taskforce that advises, plans, and provides for programs relating to the abatement of opioid abuse and other substance abuse throughout Broward County. 0. County operates the Broward Addiction Recovery Center ("BARC"), which provides substance abuse assessment, prevention, detoxification, residential, and outpatient services to adults aged 18 years and older. BARC also provides treatment for substance abuse and co-occurring disorders such as depression, anxiety, trauma, and other mental health concerns that may contribute to an individual's substance abuse and dependence. P. The Parties recognize that enabling County to receive the County Regional Funds for expenditure in the best interest of all persons within the geographic boundaries of Broward County will ensure that Opioid Litigation settlement funds are available and used to address opioid-related impacts within Broward County. Q. The Parties recognize that it is in the best interest of County and Municipalities to enter into this Agreement to ensure County qualifies as a "Qualified County" to receive the County Regional Funds pursuant to the Florida Plan. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: Page 2 of 42 ARTICLE 1. DEFINITIONS 1.1 Unless otherwise defined herein, all defined terms in the Florida Plan are incorporated herein and shall have the same meanings as in the Florida Plan. 1.2 "County Regional Funds" shall mean the amount of the Regional Funds remitted to County by the state of Florida, provided County qualifies as a Qualified County. ARTICLE 2. CONDITIONS PRECEDENT This Agreement shall become effective on the Commencement Date set forth in Article 3, so long as the following conditions precedent have been satisfied: A. Execution of this Agreement by County and Municipalities that, taken together, contain at least 50% of the County's population, as required by Florida Plan to enable County to become a Qualified County and receive the County Regional Funds from the state of Florida; B. Execution of all documents necessary to effectuate the Florida Plan in its final form; and C. Filing of this Agreement with the Clerk of the Circuit Court for County as required by Florida Statutes Section 163.01. ARTICLE 3. TERM The term of this Agreement shall commence upon the satisfaction of all conditions precedent stated in Article 2 ("Commencement Date"), and shall continue until one (1) year after the expenditure of all County Regional Funds, unless otherwise terminated in accordance with the provisions of the Florida Plan ("Term"). Obligations under this Agreement that by their nature survive termination or expiration, including, but not limited to, any and all obligations relating to record retention, audit, and indemnification, will survive and remain in effect after termination or expiration of this Agreement. ARTICLE 4. PLAN ADMINISTRATION County is responsible for administering the County Regional Funds pursuant to the Florida Plan. County staff shall provide all support services including but not limited to legal services, as well as contract management, program monitoring, and reporting, required by the Florida Plan. County is entitled to and shall receive no more than 5% from the County Regional Funds for administrative fees as provided under the Florida Plan, and will deduct such administrative fees on an annual basis. After such deduction, County shall spend all of the remaining County Regional Funds on efforts to abate the deleterious effects of the Opioid Epidemic by utilizing funds for the Approved Purposes (as defined in the Florida Plan), including the provisions related to Core Services (if and as applicable) identified in Exhibit B. County shall spend the County Regional Page 3 of 42 Funds on programs and in geographic areas based on demonstrated need throughout Broward County without choosing or favoring any particular municipality, geographic area, or socio- economic group. ARTICLE 5. LOCAL GOVERNMENT REPORTING REQUIREMENTS To the extent a Municipality receives County Regional Funds directly from County, that Municipality agrees to spend such funds solely for Approved Purpose(s) (as defined in the Florida Plan), and further agrees to timely satisfy all reporting requirements of the Florida Plan. In addition to other available remedies, failure to comply with this provision may disqualify the Municipality from further receipt of County Regional Funds. ARTICLE 6. NON -APPROPRIATION This Agreement is not a general obligation of the County. County is not obligated to expend any funds under this Agreement except to the extent of County Regional Funds budgeted and actually received, all of which the County agrees to expend consistent with the terms of this Agreement. ARTICLE 7. GOVERNMENTAL IMMUNITY Except to the extent sovereign immunity may be deemed to be waived by entering into this Agreement, nothing herein is intended to serve as a waiver of sovereign immunity by County or any Municipality nor shall anything included herein be construed as consent by County or any Municipality to be sued by third parties in any matter arising out of this Agreement. County and Municipalities are political subdivisions as defined in Section 768.28, Florida Statutes, and shall be responsible for the negligent or wrongful acts or omissions of their employees pursuant to Section 768.28, Florida Statutes. ARTICLE 8. INSURANCE Parties are entities subject to Section 768.28, Florida Statutes, and shall furnish the other Parties with written verification of liability protection in accordance with state law upon request by the requesting party. ARTICLE 9. MISCELLANEOUS 9.1 Public Records. The Parties shall comply with all public records requirements of Chapter 119, Florida Statutes, as may be required by law. IF ANY PARTY HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO A PARTY'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE BROWARD COUNTY CUSTODIAN OF PUBLIC RECORDS AT , EXT. @BROWARD.ORG, Page 4 of 42 , FORT LAUDERDALE, FLORIDA OR THE MUNICIPALITY'S CUSTODIAN OF PUBLIC RECORDS (SEE EXHIBIT B FOR EACH MUNICIPALITY'S CUSTODIAN'S CONTACT INFORMATION). 9.2 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. 9.3 Public Entity Crime Act. Each of the Parties represents that it is familiar with the requirements and prohibitions under the Public Entity Crime Act, Section 287.133, Florida Statutes, and represents that its entry into this Agreement will not violate that Act. In addition to the foregoing, each of the Parties further represents that there has been no determination that it committed a "public entity crime" as defined by Section 287.133, Florida Statutes, and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether it has been placed on the convicted vendor list. Notwithstanding any provision in this Agreement to the contrary, if any representation made by a party pursuant to this paragraph is false, each of the Parties shall have the right to immediately terminate this Agreement. 9.4 Third Party Beneficiaries. Neither County nor the Municipalities intend to directly or substantially benefit a third party by this Agreement. Therefore, the Parties acknowledge that there are no third -party beneficiaries to this Agreement and that no third party shall be entitled to assert a right or claim against any party based upon this Agreement. Nothing in this Agreement, express or implied, is intended to (i) confer upon any entity or person other than the Parties and their successors or assigns any rights or remedies under or by reason of this Agreement as a third -party beneficiary or otherwise, 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. 9.5 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 COUNTY: Attn: Email address: FOR MUNICIPALITY: Page 5 of 42 The addresses specified in Exhibit C. 9.6 Assignment. No Party shall have the right to assign this Agreement. 9.7 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. The failure of any Party 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. 9.8 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. 9.9 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. 9.10 Joint Preparation. This Agreement has been jointly prepared by the Parties hereto, and shall not be construed more strictly against any party. 9.11 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 any other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein," "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole and not to any particular sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a section or article of this Agreement, such reference is to the section or article as a whole, including all of the subsections of such section, unless the reference is made to a particular subsection or subparagraph of such section or article. 9.12 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. 9.13 Law, Jurisdiction, Venue, Waiver of Jury Trial. This Agreement will be interpreted and construed in accordance with and governed by the laws of the State of Florida. The Parties acknowledge and accept that jurisdiction of any controversies or legal problems arising out of this Agreement, and any action involving the enforcement or interpretation of any rights hereunder, will be exclusively in the State courts of the Seventeenth Judicial Circuit in Broward Page 6 of 42 County, Florida, and venue for litigation arising out of this Agreement will be exclusively in such State courts, forsaking any other jurisdiction that any party may claim by virtue of its residency or other jurisdictional device. BY ENTERING INTO THIS AGREEMENT, THE PARTIES HEREBY EXPRESSLY WAIVE ANY RIGHTS ANY PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT. 9.14 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 the Municipalities or others with delegated authority or otherwise authorized to execute same on their behalf. 9.15 Prior Agreements. This Agreement represents the final and complete understanding of the Parties regarding the subject matter hereof and supersedes all prior and contemporaneous negotiations and discussions regarding that subject matter. There is no commitment, agreement, or understanding concerning the subject matter of this Agreement that is not contained in this written document. 9.16 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. 9.17 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. 9.18 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. 9.19 Force Maleure. If the performance of this Agreement, or any obligation hereunder, is prevented by reason of epidemic, pandemic, hurricane, earthquake, or other casualty caused by nature, or by labor strike, war, or by a law, order, proclamation, regulation, or ordinance of any governmental agency, the party so affected, upon giving prompt notice to the other party, shall be excused from such performance to the extent of such prevention, provided that the party so affected shall first have taken reasonable steps to avoid and remove such cause of non- performance and shall continue to take reasonable steps to avoid and remove such cause, and shall promptly notify the other Parties in writing and resume performance hereunder whenever such causes are removed; provided, however, that if such nonperformance exceeds sixty (60) days, the party that is not prevented from performance by the force majeure event shall have the right to terminate this Agreement upon written notice to the Parties. This section shall not supersede or prevent the exercise of any right the Parties may otherwise have to terminate this Agreement. Page 7 of 42 IN WITNESS WHEREOF, the Parties have made and executed this Agreement: Broward County, through its Board of County Commissioners, signing by and through its County Administrator, authorized to execute same by Board action on the day of 2022, and the City of , signing by and through its officials, duly authorized to execute same. WITNESSES: Signature Print/Type Name Signature Print/Type Name AIM/DWF/dmv 12/01/2021 COUNTY BROWARD COUNTY, by and through its County Administrator 0 Bertha Henry, County Administrator day of Approved as to form by Andrew J. Meyers Broward County Attorney Governmental Center, Suite 423 115 South Andrews Avenue Fort Lauderdale, Florida 33301 Telephone: (954) 357-7600 By: Danielle W. French Deputy County Attorney 2022 (Date) Page 8 of 42 INTERLOCAL AGREEMENT GOVERNING USE OF BROWARD COUNTY REGIONAL OPIOID SETTLEMENT FUNDS ATTEST: it Clerk O r. T ry i�9 /' i ESTABLISHED . ; � 0 1963 Q �.. SEAL %/"o CDUN rrrrrii11101 \\ CITY OF TAMARAC City of Tamarac By: Mayor-Commissi ner �3 day of 20 a� vtL4 By: City Manager day of �4-- 'to 20 ��-- Page 36 of 42 Exhibit A FLORIDA OPIOID ALLOCATION AND STATEWIDE RESPONSE AGREEMENT BETWEEN STATE OF FLORIDA DEPARTMENT OF LEGAL AFFAIRS, OFFICE OF THE ATTORNEY GENERAL And CERTAIN LOCAL GOVERNMENTS IN THE STATE OF FLORIDA This Florida Opioid Allocation and Statewide Response Agreement (the "Agreement") is entered into between the State of Florida (`State") and certain Local Governments ("Local Governments" and the State and Local Governments are jointly referred to as the "Parties" or individually as a "Party"). The Parties agree as follows: Whereas, the people of the State and its communities have been harmed by misfeasance, nonfeasance and malfeasance committed by certain entities within the Pharmaceutical Supply Chain; and Whereas, the State, through its Attorney General, and certain Local Governments, through their elected representatives and counsel, are separately engaged in litigation seeking to hold many of the same Pharmaceutical Supply Chain Participants accountable for the damage caused by their misfeasance, nonfeasance and malfeasance as the State; and Whereas, certain of the Parties have separately sued Pharmaceutical Supply Chain participants for the harm caused to the citizens of both Parties and have collectively negotiated settlements with several Pharmaceutical Supply Chain Participants; and Whereas, the Parties share a common desire to abate and alleviate the impacts of that misfeasance, nonfeasance and malfeasance throughout the State; and Whereas, it is the intent of the State and its Local Governments to use the proceeds from any Settlements with Pharmaceutical Supply Chain Participants to increase the amount of funding presently spent on opioid and substance abuse education, treatment, prevention and other related programs and services, such as those identified in Exhibits "A" and "B," and to ensure that the funds are expended in compliance with evolving evidence -based "best practices;" and Whereas, the State and its Local Governments enter into this Agreement and agree to the allocation and use of the proceeds of any settlement described herein Wherefore, the Parties each agree to as follows: A. Definitions As used in this Agreement: 1. "Approved Purpose(s)" shall mean forward -looking strategies, programming and services used to expand the availability of treatment for individuals impacted by substance use disorders, to: (a) develop, promote, and provide evidence -based substance use prevention strategies; (b) provide substance use avoidance and awareness education; (c) decrease the oversupply of licit and illicit opioids; and (d) support recovery from addiction. Approved Purposes shall include, but are not limited to, the opioid abatement strategies listed in Exhibits "A" and "B" which are incorporated herein by reference. 2. "Local Governments" shall mean all counties, cities, towns and villages located within the geographic boundaries of the State. 3. "Managing Entities" shall mean the corporations selected by and under contract with the Florida Department of Children and Families or its successor ("DCF") to manage the daily operational delivery of behavioral health services through a coordinated system of care. The singular "Managing Entity" shall refer to a singular of the Managing Entities. 4. "County" shall mean a political subdivision of the state established pursuant to s. 1, Art. VIII of the State Constitution. 5. "Dependent Special District" shall mean a Special District meeting the requirements of Florida Statutes § 189.012(2). 6. "Municipalities" shall mean cities, towns, or villages located in a County within the State that either have: (a) a Population greater than 10,000 individuals; or (b) a Population equal to or less than 10,000 individuals and that has either (i) filed a lawsuit against one or more Pharmaceutical Supply Chain Participants; or (ii) executes a release in connection with a settlement with a Pharmaceutical Supply Chain participant. The singular "Municipality" shall refer to a singular city, town, or village within the definition of Municipalities. 7. "'Negotiating Committee" shall mean a three -member group comprised by representatives of the following: (1) the State; and (2) two representatives of Local Governments of which one representative will be from a Municipality and one shall be from a County (collectively, "Members") within the State. The State shall be represented by the Attorney General or her designee. 8. "Negotiation Class Metrics" shall mean those county and city settlement allocations which come from the official website of the Negotiation Class of counties and cities certified on September 11, 2019 by the U.S. District for the Northern District of Ohio in In re National Prescription Opiate Litigation, MDL No. 2804 (N.D. Ohio). The website is located at https:Hallocationmap.iclaimsonline.com. 9. "Opioid Funds" shall mean monetary amounts obtained through a Settlement. 2 10. "Opioid Related" shall have the same meaning and breadth as in the agreed Opioid Abatement Strategies attached hereto as Exhibits "A" or "B." 11. "Parties" shall mean the State and Local Governments that execute this Agreement. The singular word "Party" shall mean either the State or Local Governments that executed this Agreement. 12. "PEC" shall mean the Plaintiffs' Executive Committee of the National Prescription Opiate Multidistrict Litigation pending in the United States District Court for the Northern District of Ohio. 13. "Pharmaceutical Supply Chain" shall mean the entities, processes, and channels through which Controlled Substances are manufactured, marketed, promoted, distributed or dispensed. 14. "Pharmaceutical Supply Chain Participant" shall mean any entity that engages in, or has engaged in the manufacture, marketing, promotion, distribution or dispensing of an opioid analgesic. 15. "Population" shall refer to published U.S. Census Bureau population estimates as of July 1, 2019, released March 2020, and shall remain unchanged during the term of this Agreement. These estimates can currently be found at https:Ilwww.census. gov. For purposes of Population under the definition of Qualified County, a County's population shall be the greater of its population as of the July 1, 2019, estimates or its actual population, according to the official U.S. Census Bureau count, which was released by the U.S. Census Bureau in August 2021. 16. "Qualified County" shall mean a charter or non -chartered County that has a Population of at least 300,000 individuals and: (a) has an opioid taskforce or other similar board, commission, council, or entity (including some existing sub -unit of a County's government responsible for substance abuse prevention, treatment, and/or recovery) of which it is a member or it operates in connection with its municipalities or others on a local or regional basis; (b) has an abatement plan that has been either adopted or is being utilized to respond to the opioid epidemic; (c) is, as of December 31, 2021, either providing or is contracting with others to provide substance abuse prevention, recovery, and/or treatment services to its citizens; and (d) has or enters into an interlocal agreement with a majority of Municipalities (Majority is more than 50% of the Municipalities' total Population) related to the expenditure of Opioid Funds. The Opioid Funds to be paid to a Qualified County will only include Opioid Funds for Municipalities whose claims are released by the Municipality or Opioid Funds for Municipalities whose claims are otherwise barred. For avoidance of doubt, the word "operate" in connection with opioid task force means to do at least one of the following activities: (1) gathers data about the nature, extent, and problems being faced in communities within that County; (2) receives and reports recommendations from other government and private entities about activities that should be undertaken to abate the opioid epidemic to a County; and/or (3) makes recommendations to a County and other public and private leaders about steps, actions, or plans that should be undertaken to abate the opioid epidemic. For avoidance of doubt, the Population calculation required by subsection (d) does not include Population in unincorporated areas. 17. "SAMHSA" shall mean the U.S. Department of Health & Human Services, Substance Abuse and Mental Health Services Administration. 18. "Settlement" shall mean the negotiated resolution of legal or equitable claims against a Pharmaceutical Supply Chain Participant when that resolution has been jointly entered into by the State and Local Governments or a settlement class as described in (13)(1) below. 19. "State" shall mean the State of Florida. B. Terms 1. Only Abatement - Other than funds used for the Administrative Costs and Expense Fund as hereinafter described or to pay obligations to the United States arising out of Medicaid or other federal programs, all Opioid Funds shall be utilized for Approved Purposes. In order to accomplish this purpose, the State will either: (a) file a new action with Local Governments as Parties; or (b) add Local Governments to its existing action, sever any settling defendants. In either type of action, the State will seek entry of a consent judgment, consent order or other order binding judgment binding both the State and Local Governments to utilize Opioid Funds for Approved Purposes ("Order") from the Circuit Court of the Sixth Judicial Circuit in and for Pasco County, West Pasco Division New Port Richey, Florida (the "Court"), except as herein provided. The Order may be part of a class action settlement or similar device. The Order shall provide for continuing jurisdiction by the Court to address non-performance by any party under the Order. 2. Avoid Claw Back and Recoupment - Both the State and Local Governments wish to maximize any Settlement and Opioid Funds. In addition to committing to only using funds for the Expense Funds, Administrative Costs and Approved Purposes, both Parties will agree to utilize a percentage of funds for the Core Strategies highlighted in Exhibit A. Exhibit A contains the programs and strategies prioritized by the U.S. Department of Justice and/or the U.S. Department of Health & Human Services ("Core Strategies"). The State is trying to obtain the United States' agreement to limit or reduce the United States' ability to recover or recoup monies from the State and Local Government in exchange for prioritization of funds to certain projects. If no agreement is reached with the United States, then there will be no requirement that a percentage be utilized for Core Strategies. 3. No Benefit Unless Fully Participating - Any Local Government that objects to or refuses to be included under the Order or refuses or fails to execute any of documents necessary to effectuate a Settlement shall not receive, directly or indirectly, any Opioid Funds and its portion of Opioid Funds shall be distributed to, and for the benefit of, the Local Governments. Funds that were a for a Municipality that does not join a Settlement will be distributed to the County where that Municipality is located. Funds that were for a County that does not join a Settlement will be distributed pro rata to Counties that join a Settlement. For avoidance of doubt, if a Local Government initially refuses to be included in or execute the documents necessary to effectuate a Settlement and subsequently effectuates such documents necessary to join a Settlement, then that Local Government will only lose those payments made under a Settlement while that Local Government was not a part of the Settlement. If a Local Government participates in a Settlement, that Local Government is thereby releasing the claims of its Dependent Special District claims, if any. 11 4. Distribution Scheme — If a Settlement has a National Settlement Administrator or similar entity, all Opioids Funds will initially go to the Administrator to be distributed. If a Settlement does not have a National Settlement Administrator or similar entity, all Opioid Funds will initially go to the State, and then be distributed by the State as they are received from the Defendants according to the following distribution scheme. The Opioid Funds will be divided into three funds after deducting any costs of the Expense Fund detailed below. Funds due the federal government, if any, pursuant to Section B-2, will be subtracted from only the State and Regional Funds below: (a) City/County Fund- The city/county fund will receive 15% of all Opioid Funds to directly benefit all Counties and Municipalities. The amounts to be distributed to each County and Municipality shall be determined by the Negotiation Class Metrics or other metrics agreed upon, in writing, by a County and a Municipality, which are attached to this Agreement as Exhibit "C." In the event that a Municipality has a Population less than 10,000 people and it does not execute a release or otherwise join a Settlement that Municipalities share under the Negotiation Class Metrics shall be reallocated to the County where that Municipality is located. (b) Regional Fund- The regional fund will be subdivided into two parts (i) The State will annually calculate the share of each County within the State of the regional fund utilizing the sliding scale in paragraph 5 of the Agreement, and according to the Negotiation Class Metrics. (ii) For Qualified Counties, the Qualified County's share will be paid to the Qualified County and expended on Approved Purposes, including the Core Strategies identified in Exhibit A, if applicable. (iii) For all other Counties, the State will appropriate the regional share for each County and pay that share through DCF to the Managing Entities providing service for that County. The Managing Entities will be required to expend the monies on Approved Purposes, including the Core Strategies as directed by the Opioid Abatement Task Force or Council. The Managing Entities shall expend monies from this Regional Fund on services for the Counties within the State that are non - Qualified Counties and to ensure that there are services in every County. To the greatest extent practicable, the Managing Entities shall endeavor to expend monies in each County or for citizens of a County in the amount of the share that a County would have received if it were a Qualified County. (c) State Fund - The remainder of Opioid Funds will be expended by the State on Approved Purposes, including the provisions related to Core Strategies, if applicable. (d) To the extent that Opioid Funds are not appropriated and expended in a year by the State, the State shall identify the investments where settlement funds will be deposited. Any gains, profits, or interest accrued from the deposit of the Opioid Funds to the extent that any funds are not appropriated and expended within a calendar year, shall be the sole property of the Party that was entitled to the initial amount. (e) To the extent a County or Municipality wishes to pool, comingle, or otherwise transfer its share, in whole or part, of Opioid Funds to another County or Municipality, the comingling Municipalities may do so by written agreement. The comingling Municipalities shall provide a copy of that agreement to the State and any settlement administrator to ensure that monies are directed consistent with such agreement. The County or Municipality receiving any such Opioid Funds shall assume the responsibility for reporting how such Opioid Funds were utilized under this Agreement. 5. Regional Fund Sliding Scale- The Regional Fund shall be calculated by utilizing the following sliding scale of the Opioid Funds available in any year after deduction of Expenses and any funds due the federal government: A. Years 1-6: 40% B. Years 7-9: 35% C. Years 10-12: 34% D. Years 13-15: 33% E. Years 16-18: 30% 6. Opioid Abatement Taskforce or Council - The State will create an Opioid Abatement Taskforce or Council (sometimes hereinafter "Taskforce" or "Council') to advise the Governor, the Legislature, DCF, and Local Governments on the priorities that should be addressed by expenditure of Opioid Funds and to review how monies have been spent and the results that have been achieved with Opioid Funds. (a) Size - The Taskforce or Council shall have ten Members equally balanced between the State and the Local Government representatives. (b) Appointments Local Governments - Two Municipality representatives will be appointed by or through Florida League of Cities. Two county representatives, one from a Qualified County and one from a county within the State that is not a Qualified County, will be appointed by or through the Florida Association of Counties. The final representative will alternate every two years between being a county representative (appointed by or through Florida Association of Counties) or a Municipality representative (appointed by or through the Florida League of Cities). One Municipality representative must be from a city of less than 50,000 people. One county representative must be from a county of less than 200,000 people and the other county representative must be from a county whose population exceeds 200,000 people. (c) Appointments State - (i) The Governor shall appoint two Members. (ii) The Speaker of the House shall appoint one Member. r (iii) The Senate President shall appoint one Member. (iv) The Attorney General or her designee shall be a Member. (d) Chair - The Attorney General or designee shall be the chair of the Taskforce or Council. (e) Term - Members will be appointed to serve a four-year term and shall be staggered to comply with Florida Statutes § 20.052(4)(c). (f) Support - DCF shall support the Taskforce or Council and the Taskforce or Council shall be administratively housed in DCF. (g) Meetings - The Taskforce or Council shall meet quarterly in person or virtually using communications media technology as defined in section 120.54(5)(b)(2), Florida Statutes. (h) Reporting_- The Taskforce or Council shall provide and publish a report annually no later than November 30th or the first business day after November 30th, if November 30th falls on a weekend or is otherwise not a business day. The report shall contain information on how monies were spent the previous fiscal year by the State, each of the Qualified Counties, each of the Managing Entities, and each of the Local Governments. It shall also contain recommendations to the Governor, the Legislature, and Local Governments for priorities among the Approved Purposes or similar such uses for how monies should be spent the coming fiscal year to respond to the opioid epidemic. Prior to July 1 st of each year, the State and each of the Local Governments shall provide information to DCF about how they intend to expend Opioid Funds in the upcoming fiscal year. (i) Accountability_- The State and each of the Local Governments shall report its expenditures to DCF no later than August 31 st for the previous fiscal year. The Taskforce or Council will set other data sets that need to be reported to DCF to demonstrate the effectiveness of expenditures on Approved Purposes. In setting those requirements, the Taskforce or Council shall consider the Reporting Templates, Deliverables, Performance Measures, and other already utilized and existing templates and forms required by DCF from Managing Entities and suggest that similar requirements be utilized by all Parties to this Agreement. 0) Conflict of Interest - All Members shall adhere to the rules, regulations and laws of Florida including, but not limited to, Florida Statute § 112.311, concerning the disclosure of conflicts of interest and recusal from discussions or votes on conflicted matters. 7. Administrative Costs- The State may take no more than a 5% administrative fee from the State Fund and any Regional Fund that it administers for counties that are not Qualified Counties. Each Qualified County may take no more than a 5% administrative fee from its share of the Regional Funds. Municipalities and Counties may take no more than a 5% administrative fee from any finds that they receive or control from the City/County Fund. 7 8. Negotiation of Non -Multistate Settlements - If the State begins negotiations with a Pharmaceutical Supply Chain Participant that is separate and apart from a multi -state negotiation, the State shall include Local Governments that are a part of the Negotiating Committee in such negotiations. No Settlement shall be recommended or accepted without the affirmative votes of both the State and Local Government representatives of the Negotiating Committee. 9. Negotiation of Multistate or Local Government Settlements - To the extent practicable and allowed by other parties to a negotiation, both Parties agree to communicate with members of the Negotiation Committee regarding the terms of any other Pharmaceutical Supply Chain Participant Settlement, 10. Program Requirements- DCF and Local Governments desire to make the most efficient and effective use of the Opioid Funds. DCF and Local Governments will work to achieve that goal by ensuring the following requirements will be minimally met by any governmental entity or provider providing services pursuant to a contract or grant of Opioid Funds: a. In either performing services under this Agreement or contracting with a provider to provide services with the Opioid Funds under this Agreement, the State and Local Governments shall be aware of and comply with all State and Federal laws, rules, Children and Families Operating Procedures (CFOPs), and similar regulations relating to the substance abuse and treatment services. b. The State and Local Governments shall have and follow their existing policies and practices for accounting and auditing, including policies relating to whistleblowers and avoiding fraud, waste, and abuse. The State and Local Governments shall consider additional policies and practices recommended by the Opioid Abatement Taskforce or Council. c.In any award or grant to any provider, State and Local Governments shall ensure that each provider acknowledges its awareness of its obligations under law and shall audit, supervise, or review each provider's performance routinely, at least once every year. d. In contracting with a provider, the State and Local Governments shall set performance measures in writing for a provider. e. The State and Local Governments shall receive and report expenditures, service utilization data, demographic information, and national outcome measures in a similar fashion as required by the 42.U.S.C. s. 300x and 42 U.S.C. s. 300x-21. f. The State and Local Governments, that implement evidenced based practice models will participate in fidelity monitoring as prescribed and completed by the originator of the model chosen.. g. The State and Local Governments shall ensure that each year, an evaluation of the procedures and activities undertaken to comply with the requirements of this Agreement are completed. M. h. The State and Local Governments shall implement a monitoring process that will demonstrate oversight and corrective action in the case of non-compliance, for all providers that receive Opioid Funds. Monitoring shall include: (i) Oversight of the any contractual or grant requirements; (ii) Develop and utilize standardized monitoring tools; (iii) Provide DCF and the Opioid Abatement Taskforce or Council with access to the monitoring reports; and (iv) Develop and utilize the monitoring reports to create corrective action plans for providers, where necessary. 11. Reporting and Records Requirements- The State and Local Governments shall follow their existing reporting and records retention requirements along with considering any additional recommendations from the Opioid Abatement Taskforce or Council. Local Governments shall respond and provide documents to any reasonable requests from the State or Opioid Abatement Taskforce or Council for data or information about programs receiving Opioid Funds. The State and Local Governments shall ensure that any provider or sub -recipient of Opioid Funds at a minimum does the following: (a) Any provider shall establish and maintain books, records and documents (including electronic storage media) sufficient to reflect all income and expenditures of Opioid Funds. Upon demand, at no additional cost to the State or Local Government, any provider will facilitate the duplication and transfer of any records or documents during the term that it receives any Opioid Funds and the required retention period for the State or Local Government. These records shall be made available at all reasonable times for inspection, review, copying, or audit by Federal, State, or other personnel duly authorized by the State or Local Government. (b) Any provider shall retain and maintain all client records, financial records, supporting documents, statistical records, and any other documents (including electronic storage media) pertinent to the use of the Opioid Funds during the term of its receipt of Opioid Funds and retained for a period of six (6) years after its ceases to receives Opioid Funds or longer when required by law. In the event an audit is required by the State of Local Governments, records shall be retained for a minimum period of six (6) years after the audit report is issued or until resolution of any audit findings or litigation based on the terms of any award or contract. (c) At all reasonable times for as long as records are maintained, persons duly authorized by State or Local Government auditors shall be allowed full access to and the right to examine any of the contracts and related records and documents, regardless of the form in which kept. (d) A financial and compliance audit shall be performed annually and provided to the State. (e) All providers shall comply and cooperate immediately with any inspections, reviews, investigations, or audits deemed necessary by The Office of the Inspector General (section 20.055, F.S.) or the State. (f) No record may be withheld nor may any provider attempt to limit the scope of any of the foregoing inspections, reviews, copying, transfers or audits based on any claim that any record is exempt from public inspection or is confidential, proprietary or trade secret in nature; provided, however, that this provision does not limit any exemption to public inspection or copying to any such record. 12. Expense Fund - The Parties agree that in any negotiation every effort shall be made to cause Pharmaceutical Supply Chain Participants to pay costs of litigation, including attorneys' fees, in addition to any agreed to Opioid Funds in the Settlement. To the extent that a fund sufficient to pay the full contingent fees of Local Governments is not created as part of a Settlement by a Pharmaceutical Supply Chain Participant, the Parties agree that an additional expense fund for attorneys who represent Local Governments (herein "Expense Fund") shall be created out of the City/County fund for the purpose of paying the hard costs of a litigating Local Government and then paying attorneys' fees. (a) The Source of Funds for the Expense Fund- Money for the Expense Fund shall be sourced exclusively from the City/County Fund. (b) The Amount of the Expense Fund- The State recognizes the value litigating Local Governments bring to the State in connection with the Settlement because their participation increases the amount of Incentive Payments due from each Pharmaceutical Supply Chain Participant. In recognition of that value, the amount of funds that shall be deposited into the Expense Fund shall be contingent upon on the percentage of litigating Local Government participation in the Settlement, according to the following table: Litigating Local Government Participation in the Settlement (by percentage of the population) Amount that shall be paid into the Expense Fund from (and as a percentage of) the City/CountyCity/County fund 96 to 100% 10% 91 to 95% 7.5% 86 to 90% 5% 85% 2.5% Less than 85% 0% If fewer than 85% percent of the litigating Local Governments (by population) participate, then the Expense Fund shall not be funded, and this Section of the Agreement shall be null and void. (c) The Timing of Payments into the Expense Fund- Although the amount of the Expense Fund shall be calculated based on the entirety of payments due to the City/County fund over a ten -to -eighteen -year period, the Expense Fund shall be funded entirely from payments made by Pharmaceutical Supply Chain Participants during the first two payments of the Settlement. Accordingly, to offset the amounts being paid from the 10 City/County Fund to the Expense Fund in the first two years, Counties or Municipalities may borrow from the Regional Fund during the first two years and pay the borrowed amounts back to the Regional Fund during years three, four, and five. For the avoidance of doubt, the following provides an illustrative example regarding the calculation of payments and amounts that may be borrowed under the terms of this MOU, consistent with the provisions of this Section: Opioid Funds due to State of Florida and Local Governments (over 10 to 18 years): Litigating Local Government Participation: City/County Fund (over 10 to 18 years): Expense Fund (paid over 2 years): Amount Paid to Expense Fund in 1 st year: Amount Paid to Expense Fund in 2nd year Amount that may be borrowed from Regional Fund in 1 st year: Amount that may be borrowed from Regional Fund in 2nd year: Amount that must be paid back to Regional Fund in 3rd year: Amount that must be paid back to Regional Fund in 4th year: Amount that must be paid back to Regional Fund in 5th year: $1,000 100% $150 $15 $7.5 $7.5 $7.5 $7.5 $5 $5 $5 (d) Creation of and Jurisdiction over the Expense Fund- The Expense Fund shall be established, consistent with the provisions of this Section of the Agreement, by order of the Court. The Court shall have jurisdiction over the Expense Fund, including authority to allocate and disburse amounts from the Expense Fund and to resolve any disputes concerning the Expense Fund. (e) Allocation of Payments to Counsel from the Expense Fund- As part of the order establishing the Expense Fund, counsel for the litigating Local Governments shall seek to have the Court appoint a third -neutral to serve as a special master for purposes of allocating the Expense Fund. Within 30 days of entry of the order appointing a special master for the Expense Fund, any counsel who intend to seek an award from the Expense Fund shall provide the copies of their contingency fee contracts to the special master. The special master shall then build a mathematical model, which shall be based on each litigating Local Government's share under the Negotiation Class Metrics and the rate set forth in their contingency contracts, to calculate a proposed award for each litigating Local Government who timely provided a copy of its contingency contract. 13. Dispute resolution- Any one or more of the Local Governments or the State may object to an allocation or expenditure of Opioid Funds solely on the basis that the allocation or expenditure at issue (a) is inconsistent with the Approved Purposes; (b) is inconsistent with the distribution scheme as provided in paragraph,; (c) violates the limitations set forth herein with respect to administrative costs or the Expense Fund; or (d) to recover amounts advanced from the Regional Fund for the Expense Fund. There shall be no other basis for bringing an objection to the approval of an allocation or expenditure of Opioid Funds. In the event that there is a National Settlement Administrator or similar entity, the Local Governments sole action for non-payment of amounts due from the City/County Fund shall be against the particular settling defendant and/or the National Settlement Administrator or similar entity. C. Other Terms and Conditions 1. Governing Law and Venue: This Agreement will be governed by the laws of the State of Florida. Any and all litigation arising under the Agreement, unless otherwise specified in this Agreement, will be instituted in either: (a) the Court that enters the Order if the matter deals with a matter covered by the Order and the Court retains jurisdiction; or (b) the appropriate State court in Leon County, Florida. 2. Agreement Management and Notification: The Parties have identified the following individuals as Agreement Managers and Administrators: a. State of Florida Agreement Manager: Greg Slemp PL-01, The Capitol, Tallahassee, FL 32399 850-414-3300 Greg.slemp@myfloridalegal.com b. State of Florida Agreement Administrator Janna Barineau PL-01, The Capitol, Tallahassee, FL 32399 850-414-3300 Janna.barineau@myfloridalegal.com C. Local Governments Agreement Managers and Administrators are listed on Exhibit C to this Agreement. Changes to either the Managers or Administrators may be made by notifying the other Party in writing, without formal amendment to this Agreement. 3. Notices. All notices required under the Agreement will be delivered by certified mail, return receipt requested, by reputable air courier, or by personal delivery to the designee identified in paragraphs C.2., above. Either designated recipient may notify the other, in writing, if someone else is designated to receive notice. 4. Cooperation with Inspector General: Pursuant to section 20.055, Florida Statutes, the Parties, understand and will comply with their duty to cooperate with the Inspector General in any investigation, audit, inspection, review, or hearing. 12 5. Public Records: The Parties will keep and maintain public records pursuant to Chapter 119, Florida Statutes and will comply will all applicable provisions of that Chapter. 6. Modification: This Agreement may only be modified by a written amendment between the appropriate parties. No promises or agreements made subsequent to the execution of this Agreement shall be binding unless express, reduced to writing, and signed by the Parties. 7. Execution in Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. 8. Assignment: The rights granted in this Agreement may not be assigned or transferred by any party without the prior written approval of the other party. No party shall be permitted to delegate its responsibilities or obligations under this Agreement without the prior written approval of the other parties. 9. Additional Documents: The Parties agree to cooperate fully and execute any and all supplementary documents and to take all additional actions which may be reasonably necessary or appropriate to give full force and effect to the basic terms and intent of this Agreement. 10. Captions: The captions contained in this Agreement are for convenience only and shall in no way define, limit, extend or describe the scope of this Agreement or any part of it. 11. Entire Agreement: This Agreement, including any attachments, embodies the entire agreement of the parties. There are no other provisions, terms, conditions, or obligations. This Agreement supersedes all previous oral or written communications, representations or agreements on this subject. 12. Construction: The parties hereto hereby mutually acknowledge and represent that they have been fully advised by their respective legal counsel of their rights and responsibilities under this Agreement, that they have read, know, and understand completely the contents hereof, and that they have voluntarily executed the same. The parties hereto further hereby mutually acknowledge that they have had input into the drafting of this Agreement and that, accordingly, in any construction to be made of this Agreement, it shall not be construed for or against any party, but rather shall be given a fair and reasonable interpretation, based on the plain language of the Agreement and the expressed intent of the parties. 13. Capacity to Execute Agreement: The parties hereto hereby represent and warrant that the individuals signing this Agreement on their behalf are duly authorized and fully competent to do so. 13 14. Effectiveness: This Agreement shall become effective on the date on which the last required signature is affixed to this Agreement. IN WITNESS THEREOF, the parties hereto have caused the Agreement to be executed by their undersigned officials as duly authorized. STATE OF FLORIDA 11/15/2021 By: DATED Its: 14 � � o > 3 U r N O 4 r- ' E Q � N > p a 3 oCc '� c C;3 F 0 o Cd �, 0 o W on F Q R -� 0 a Q Z «3 > v d v ', v z y- p oGn � .� ��� cd UEn 00 - N sU c�U, O cd H U O 'O EO = N 'd' cn cd c1 > 'C3 4 C U ,., co cd cn O -0 N�D p v U 40 N cn cd 4-� cn cn fl ¢ O Q o � d i � s�. � Ls �. 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U W a § � �° '� ® « � \ k� ( Ln m/ 0.- / 0 / .\ 'j a �6 / � o 0 [ 0 / t ƒ / n / 0 Cd k Cd �C �/ j 2 0 cn .% 2 �� 0 G \E v g �\ to cd a �� §4 w bo a cd ƒ bo \ \ %/\ u t )./ \ 4-/ ° ° u 2 -C B ' \ £ % n 3 7 cn \ o- E e % ) / g .§ Cd cd as n o = § u u ± a d : a O / d ƒ V ,\ 2 Exhibit C Municipalities' Notice Contact Information Municipality Municipality's Notice Information (Article 9.5) City of Coconut Creek Department: City Clerk Attn: Deputy City Clerk, Marianne Bowers Address: 4800 West Copans Road, Coconut Creek, FL 33063 Email:.mbowers@coconutcreek.net Cooper City Department: City Clerk Attn: City Clerk, Kathryn Sims Address: 9090 SW 50th Place, Cooper City, FL 33328 Email: Ksims@coopercityfl.org City of Coral Springs Department: City Clerk Attn: City Clerk, Debra Thomas Address: 9500 W. Sample Road, Coral Springs, FL 33065 Email:.dthomas@coralsprings.org City of Dania Beach Department: City Clerk Attn: City Clerk, Thomas Schneider Address: 100 W. Dania Beach Boulevard, Dania Beach, FL 33004 Email: tschneider@daniabeachfl.gov Town of Davie Department: Town Clerk Attn: Town Clerk, Evelyn Roig Address: 6591 Orange Drive, Davie, FL 33314 Email: eroig@davie-fl.gov City of Deerfield Beach Department: City Clerk Attn: City Clerk, Samantha Gillyard Address: 150 NE 2"d Avenue, Deerfield Beach, FL 3441 Email: web.clerk@deerfield-beach.com City of Fort Lauderdale _ Department: City Clerk Attn: City Clerk, Jeffrey A. Modareeli, Contact: David Soloman Address: 100 N. Andrews Avenue, Fort Lauderdale, FL 33301 Email: dsoloman@fortlauderdale.gov City of Hallandale Beach Department: City Clerk Attn: City Clerk, Jenorgen M. Guillen Address: 400 S. Federal Highway, Hallandale Beach, FL 33009 Email: cityclerkoffice@cohb.org Town of Hillsboro Beach Department: Town Clerk Attn: Town Clerk, Sherry D. Henderson Address: 1210 Hillsboro Mile, Hillsboro, FL 33062 Email: shenderson@townofhillsboro.com City of Hollywood Department: City Clerk Attn: City Clerk, Patricia Cerny Address: 2600 Hollywood Blvd., Room 221, Hollywood, FL 33020 Email: pcerny@hollywoodfl.orr Page 40 of 42 Municipality Municipality's Notice Information (Article 9.5) Town of Lauderdale -by- Department: Town Clerk the -Sea Attn: Town Clerk, Tedra Allen Address: 4501 North Ocean Drive, Lauderdale -By -The -Sea, FL 33308 Email: TedraA@Ibts-fl.gov City of Lauderdale Lakes Department: City Clerk Attn: City Clerk, Venice Howard Address: 4300 NW 36th Street, Lauderdale Lakes, FL 33319 Email: veniceh@lauderdalelakes.org City of Lauderhill Department: City Clerk Attn: City Clerk, Andrea M. Anderson Address: 5581 W. Oakland Park Blvd., Lauderhill, FL 33313 Email: aanderson@lauderhil-fl.gov Village of Lazy Lake Department: Village Clerk Attn: Donald Lunny, Jr., Esquire Address: 100 SW 3rd Avenue, 3rd Floor, Fort Lauderdale, FL 33394 Email: Donald.Lunnv@brinkleymorgan.com City of Lighthouse Point Department: City Clerk Attn: City Clerk Address:2200 NE 381h Street, Lighthouse Point, FL 33064 Email: Ihpadmin@lighthousepoint.com City of Margate Department: City Clerk Attn: City Clerk, Joseph J. Kavanagh Address: 5790 Margate Blvd., Margate, FL 33063 Email: cityclerk@margatefl.com City of Miramar Department: City Clerk Attn: City Clerk, Denise A. Gibbs Address: 2300 Civic Center Place, Miramar, FL 33025 Email: dagibbs@miramarfl.com City of North Lauderdale Department: City Clerk Attn: City Clerk, Elizabeth Garcia-Beckford Address: 701 SW 71" Avenue, North Lauderdale, FL 33068 Email: egbeckford@nlauderdale.org City of Oakland Park Department: City Clerk Attn: City Clerk, Renee M. Shrout Address: 3650 NE 12th Avenue, Oakland Park, FL 33334 Email:.renees@oaklandparkfl.org City of Parkland Department: City Clerk Attn: City Clerk, Alyson Morales Address: 6600 University Drive, Parkland, FL 33067 Email: amorales@cityofparkland.org Town of Pembroke Park Department: Town Clerk Attn: Town Clerk, Marlen D. Martell Address: 3150 SW 52 Avenue, Pembroke Park, FL 33023 Email: townclerk@tppfl.gov Page 41 of 42 Municipality Municipality's Notice Information (Article 9.5) City of Pembroke Pines Department: City Clerk Attn: City Clerk, Marlene Graham Address: 601 City Center Way, 4th Floor Email: mgraham(c@ppines.com City of Plantation Department: City Clerk Attn: City Clerk, April Beggerow Address: 400 NW 73 Avenue, Plantation, FL 33317 Email: abeggerow@plantation.org City of Pompano Beach Department: City Clerk Attn: City Clerk, Asceleta Hammond Address: 100 West Atlantic Blvd., Second Floor, Pompano Beach, FL 33060 Email: asceleta.hammond@copbfl.com Village of Sea Ranch Lakes Attn: Mayor Denise Bryan Address: Sea Ranch Lakes, 1 Gatehouse Road, Sea Ranch Lakes, FL 33308 Email:.Ddoodv@gorencherof.com Town of Southwest Department: Town Clerk Ranches Attn: Town Clerk, Russell Muniz Address: 13400 Griffin Road, Southwest Ranches, FL 33330 Email: rmuniz@southwestranches.org City of Sunrise Department: City Clerk Attn: City Clerk, Felicia M. Bravo Address: 10770 W. Oakland Park Blvd., Sunrise, FL 33351 Email: cityclerk@sunrisefl.gov City of Tamarac Department: City Clerk Attn: City Clerk, Jennifer Johnson Address: 7525 NW 88 Avenue, Tamarac, FL 33321 Email: Jennifer.Johnson@tamarac.org City of Weston Department: City Clerk Attn: City Clerk, Patricia Bates Address: 17200 Royal Palm Boulevard, Weston, FL 33326 Email: pbates@westonfl.org City of West Park Department: City Clerk Attn: City Clerk Address: 1965 South State Road 7, West Park, FL 33023 Email: agrant@cityofwestpark.org City of Wilton Manors Department: City Clerk Attn: City Clerk, Faith Lombardo Address: 2020 Wilton Drive, Wilton Manors, FL 3305 Email: flombardo@wiltonmanors.com Page 42 of 42