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1994-54 Authorizing Participation in the South East Risk Management Association (SERMA)RESOLUTION NO. 94 - 54 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF PARKLAND, FLORIDA APPROVING AND AUTHORIZING THE EXECUTION OF AN INTERLOCAL AGREEMENT ESTABLISHING THE SOUTH EAST RISK MANAGEMENT ASSOCIATION; APPROVING AND AUTHORIZING THE EXECUTION OF AN AMENDED AND RESTATED INTERLOCAL AGREEMENT FOR THE BROWARD RISK MANAGEMENT ASSOCIATION; PROVIDING FOR TERMS AND CONDITIONS OF SAID APPROVAL; AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the Cities of Coconut Creek, North Lauderdale, Oakland Park and Wilton Manors (the "Cities") entered into an Intergovernmental Cooperative Agreement ("First Agreement") for the creation of the Broward Risk Management Association ("BRMA") which association commenced on December 31, 1990; and WHEREAS, it is the desire of certain or all of the Cities to enter into a new Interlocal Agreement ("Interlocal Agreement") with the Town of Lake Clarke Shores, the Town of Lake Park, the City of Lake Worth, the Town of Lantana and the Village of North Palm Beach, and to establish the South East Risk Management Association ("SERMA"). WHEREAS, it is also the desire of the Cities to enter into an Amended and Restated Interlocal Agreement for the Broward Risk Management Association ("Amended BRMA to supersede the First Agreement and to gc BRMA which shall continue as an enti administrative affairs of BRMA relating to f: Fiscal Year October 1, 1993 - September 30, RESOLUTION NO. 94-54 PAGE 2 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF PARKLAND, FLORIDA, that: Section 1. The City of Parkland ("City") hereby approves the Interlocal Agreement establishing SERMA effective March 1, 1995, and retroactive to October 1, 1994, and authorized the execution thereof by the appropriate City Officials. Section 2. The City hereby approves the Amended BRMA Interlocal Agreement, effective March 1, 1995 and retroactive to October 1, 1994, and authorizes the execution thereof by the appropriate City Officials. Section 3. This Resolution shall take effect immediately upon its passage and adoption. PASSED AND ADOPTED THIS 18th DAY OF JANUARY 1995. SUSAN ARMSTRONG, C.M.C.j CITY CLERK AMENDED AND RESTATED INTERLOCAL AGREEMENT FOR THE BROWARD RISK MANAGEMENT ASSOCIATION This is an Agreement ("Agreement") entered into by and among the CITY OF COCONUT CREEK, the CITY OF NORTH LAUDERDALE, the CITY OF OAKLAND PARK, the CITY OF PARKLAND, arid the CITY OF WILTON MANORS, all of said cities being municipal corporations organized and existing under the laws of the State of Florida. WITNESSETH, in consideration of the mutual terms, conditions, promises, covenants and payments hereinafter set forth, the parties hereto agree as follows: ARTICLE I - PREAMBLE The parties hereto entered into an Agreement entitled Articles of Association and Bylaws for the Broward Risk Management Association (BRMA) effective December 31, 1990, for the purpose of forming a risk management and self-insurance association pursuant to the provisions of Florida Statutes (the "First Agreement"). Pursuant to the terms of the First Agreement, BRMA has continued in existence until the present by resolution of its Board of Directors for two additional two-year terms since its inception, the most recent resolution having been adopted by the Board of Directors on September 26, 1994, extending the term of BRMA through and including September 30, 1996. This Agreement shall govern the operations of BRMA which shall continue as an entity until such time as the administrative affairs of BRMA have been completed and for the sole purpose of administering claims and conducting business relating to fiscal years ending with Fiscal, Year October 1, 1993 - September 30, 1994. ARTICLE II - DEFINITIONS As used in this Agreement, the following terms shall have the meaning hereinafter set forth: "Actuarially Determined IBNR" - The amount of IBNR in each and all fiscal years of BRMA as determined by the actuary engaged by BRMA to provide the annual actuarial report. "Actuarially Determined Surplus" - The amount of surplus in each and all fiscal years of BRMA as determined by the actuary engaged by BRMA to provide the annual actuarial report. "Annual Payment" - The amount each Member must annually pay to fund the anticipated costs of the full operation of BRMA, as determined pursuant to the terms of this Agreement. It is anticipated that for' future years, this amount will include administrative and operational costs and other necessary amounts to cover expenses during the period of time required to complete the administrative affairs of BRMA. "Excess Insurance" - Insurance purchased by BRMA from insurance companies with a "BEST" rating of B + V or better and/or Lloyds of London to cover losses over a pre-set aggregate or specific amount up to a pre-set maximum amount of coverage. "IBNR" - Losses incurred but not reported. "Joint Self -Insurance" or "Self -Funded" - A self-insurance or self-funded program in which Members have agreed to an Annual Payment, and where required, Supplementary Payments to support the Risk Management Pool. "Members" - The public agencies of the State of Florida which have entered into BRMA as established by this Agreement. "Risk Management" - A program attempting to reduce or limit casualty and property losses to Members and injuries toemployees caused by or arising out of the operations of Members. Where claims arise BRMA will provide processing of claims, investigation, defense and settlement within the financial limits of BRMA as established in accordance with this Agreement and will tabulate such claims, costs and losses. "Risk Management Pool" - Public moneys established by BRMA to jointly self -insure and self -fund Property Coverages, General Liability, Automobile Liability, Professional Liability, Public Officials Liability and Workers' Compensation, and other coverage lines approved by the Board of Directors. "Self -Insurance" - The decision by a public agency not to purchase insurance coverage for risks below certain limits;. to seek and maintain immunities provided by law for a non-insured public agency; to rely upon its financial capabilities to pay covered losses which occur in case third party claims are held valid and not barred or capped by available immunities and to purchase some insurance to protect against catastrophic or aggregate losses. "Stop Loss Excess Insurance" - Insurance purchased by BRMA from insurance companies with a "BEST" rating of B + V or better and/or Lloyds of London to write coverage up to a contracted amount for individual losses exceeding a specified amount to be borne by the Risk Management Pool. "Supplementary Payments" -Members shall also be obligated, as required, to make supplementary payments, based upon the formula established for supplementary assessments in this Agreement and the Bylaws. ARTICLE III - PURPOSE - BRMA is a cooperative agency voluntarily established by the Members pursuant to Sections 163.01, 768.28 and 440:57, Florida 2 Statutes, for the purpose of seeking the prevention or reduction of casualty and property losses to Members and injuries to persons or employees which might result in claims being made against Members. The purpose of BRMA is to carry out and effect the agreed upon functions and purposes of this Agreement as stated herein. It is the intent of the Members of BRMA to administer a Risk Management Pool and utilize such funds to defend and protect, in accordance with this Agreement, any Member of BRMA against liability for a covered loss. All funds contained within the Risk Management Pool are funds directly derived from its Members which are public agencies of the State of Florida. It is the intent of the Members in entering into this Agreement that, to the fullest extent possible, the scope of Risk Management undertaken by them through a Joint Self -Insurance or Self -Funded program using governmental funds, including the purchase of any insurance hereunder, pursuant to Section 768.28 Florida Statutes, shall not waive, on behalf of any Member or such Member's employees, any defenses or immunities therein provided, or provided by the laws of the State of Florida. BRMA and its Members intend to effect no waiver of Sovereign Immunities through their use of public funds retained within the Risk Management Pool. Such funds utilized to protect against risks in accordance with Section 768.28, Florida Statutes, are not intended to constitute the existence, issuance or purchase of a policy for insurance. This Agreement is not intended to create an "insurer" within the meaning of any legislation giving rise to liability or applicability to "insurer", for damages, costs, fees or expenses, etc., under Sections 624.155, 626.9541, 627.426, 627.428 Florida Statutes, or other statutes applicable to insurers in the State of Florida. ARTICLE IV - POWERS AND DUTIES The powers of BRMA to perform and accomplish the functions and purposes set forth herein, within the budgetary limits and procedures set forth in this Agreement, shall be as follows: a. To establish Bylaws and operational procedures governing the operations of BRMA which are consistent with this Agreement; b. To employ agents, employees and independent contractors and approve the rate of compensation, benefits and/or contracts that apply to BRMA employees, officers and service providers, and to ensure all benefits of Section 163.01(9)(a), Florida Statutes, and all other applicable Florida Statutes; c. To lease real property and to purchase or lease equipment, machinery or personal property necessary for the carrying out of the purposes of BRMA; 3 d. To carry out educational and other programs relating to risk reductions; e. To assure collection of funds for the continued.administration of the Risk Management Pool; f. To purchase Excess Insurance and Stop Loss Excess Insurance to supplement the Risk Management Pool without such purchase constituting a waiver of Sovereign Immunity under Florida Law; g. To provide Risk Management services including the defense of and settlement of claims and to exercise the authority granted by Section 768.28, Florida Statutes. h. To act solely within the budgetary limits established by the Members to carry out such other activities as are necessarily implied or required to carry out the purposes of BRMA. i. To sue or be sued as a separate legal entity. 7• To exercise such other powers and duties consistent with the purposes of this Agreement in accordance with Florida Law. ARTICLE V - COMMENCEMENT. PARTICIPATION. AND TERM The initial term of BRMA began the 31st day of December, 1990 and.concluded on the 30th day of September, 1992. After the initial two (2) year term, the Members have extended the term of BRMA as set forth in Article I; entitled Preamble, hereof. It shall be the obligation of the Members existing on the date hereof to continue their membership and fulfill their responsibilities and obligations to carry out theintent and provisions of this Agreement. ARTICLE VI - BOARD OF DIRECTORS OF BRMA a. Appointment. There is hereby established a Board of Directors (sometimes hereinafter referred to as the "Board") of BRMA. Each Member shall appoint by motion or resolution one (1) person to represent that body (the "Representative") on the Board of Directors for a term specified. in the resolution along with another person to serve as an alternate representative (the "Alternate") when the Representative is unable to carry out that Representative's duties. The Representative and Alternate shall be appointed by the governing body of the Member and a copy of written appointment shall be provided to BRMA. The persons appointed shall remain in office until BRMA receives evidence in writing of the appointment of other persons by the governing body. The Representative and Alternate selected must be either an employee or elected official of the entity. Whenever in this 4 Agreement there is reference to, or act required of, a Representative, such reference or act shall apply to the Alternate when acting in the stead of the Representative. No Representative or Alternate serving on the Board of Directors, nor serving as an officer, shall receive any salary from BRMA. b. Additional Duties. In carrying out the powers set forth in Article IV hereof, the Board of Directors shall have the responsibility for: 1. Employing BRMA officers, agents, non -clerical employees and independent contractors; 2. Setting of compensation for all persons, firms and corporations employed by BRMA; 3. Recommending to the governing bodies of the Members any amendments to the Agreement. Any such proposed amendments must receive the approval for recommendation of two-thirds (2/3) of the total number of Representatives on the Board of Directors. No amendments may be considered by the governing bodies of the Members that have not received such approval by the Board of Directors; 4. The expulsion of a Member Shall require the two-thirds (2/3) vote of all Representatives serving on the Board of Directors; 5. Approval and amendment of the annual budget of BRMA; 6. Approval of the operational procedures of BRMA; 7. Approval of educational and other programs relating to risk reduction; 8. Approval of reasonable and necessary loss reduction and prevention procedures which shall be followed by all Members; 9. Approval of annual Supplementary Payments to the Risk Management Pool for each Member; and 10. Approval of a reduction or elimination in the scope of loss protection set forth in Article XI to be furnished by the Risk Management Pool derived from payments from the Members. C. Vacancies. The Representative selected by a Member shall serve until a successor has been selected. The Representative chosen may be removed at any time by the vote of the governing body of a Member. In the event that a vacancy occurs in the 5 position of Representative or Alternate selected by the governing body, that body shall appoint a successor in writing within sixty (60) days of such vacancy occurring. The failure of a Member to select a Representative or the failure of that person to participate shall not affect the responsibilities or duties of a Member under this Agreement. d. Appointment of Chair and Vice -Chair. The Board of Directors shall bi-annually select a Chair and Vice Chair 'during the final quarter of each two (2) year term to serve during the subsequent two (2) year term. No person may serve as Chair of the Board of Directors for more than two (2) consecutive full two (2) year terms. The Chair and Vice Chair shall hold office.. until their successors have been designated or elected and have been qualified or until their earlier resignation, removal from office or death. The Chair shall vote on all matters that come before the Board. The Chair -shall have .such other powers as may be given from time to time by action of the Board. The Vice Chair shall carry out all duties of the Chair of the Board during the absence or inability of the Chair to perform such duties and shall carryout such other functions as may be assigned from time to time by the Chair of the Board of Directors. The Board of Directors may from time to time appoint other officers to the Board. ARTICLE VII - MEETINGS, NOTICE, RECORDS AND VOTING REOUIREMENTS a. The Board of Directors shall meet at least quarterly for consideration of general business matters and at least quarterly for consideration of claims matters. The Bylaws shall make provision for the call of regular, special and emergency meetings. The Chair, or in the absence of the Chair, the Vice -Chair, shall give ten (10) days prior written notice of regular or special meetings. b. The Board shall provide notice of meetings as required by Section 286.011, .Florida Statutes, and as provided in the Bylaws, subject to any exceptions provided by Florida law and the Bylaws. c. The Board shall maintainits records as required by Florida Law and as provided in the Bylaws. d. At all meetings of the Board, a majority of the Representatives serving on the Board of Directors of BRMA shall constitute a quorum for the transaction of business. Except as set forth to the contrary in the Agreement, the act of the majority of Representatives present at a meeting at which a quorum is present is_the act of the Board. Each Member comprising a Member of BRM shall be entitled to one (1) vote on the Board of Directors. Such vote -may be cast 6 only by the Representative or in the Representative's absence by the Alternate. No proxy votes or absentee votes shall be permitted. The Board may establish within its Bylaws a rule that a vote greater than a majority of a quorum is required for passage of a given matter provided, however, that such rule can only be established by a vote equal to or greater than the extraordinary voting requirements imposed by the proposed rule. ARTICLE VIII - OFFICERS AND EMPLOYEES a. Employees: The Board may, as it from time to time determines and within the confines of BRMA's annual budget, einploy an executive director, treasurer, secretary, staff, technical experts, legal counsel, and such other agents and employees, permanent or temporary, as it requires, and determine their qualifications, duties and compensation. The Board may approve and authorize contracts with other persons, firms and individuals to provide services for and on behalf of BRMA as provided herein. b. Officers: In addition to the Chair and Vice -Chair,. the Board may establish and provide for, in its Bylaws, such officers as it deems appropriate. The Bylaws shall establish qualifications and prescribe the duties of each officer. ARTICLE IX - COMMITTEES The Board of Directors of BRMA may create, from time to time, such standing or ad hoc committee or committees, including an Executive Committee, as shall be necessary or desirable to carry out the functions and purposes of BRMA and in the Bylaws shall provide for their creation, membership, dissolution and removal of members. ARTICLE X - FINANCES AND RISK MANAGEMENT POOL a. Fiscal Year: The fiscal year of BRMA shall commence on October 1, and end on September 30, of each year. b. Budget and Annual Payments: The Members acknowledge that the Board has approved .and adopted a final budget and has established an Annual Payment to be made by each Member for each of the fiscal years covered by this Agreement ending with the Fiscal Year beginning October 1, 1994 through September 30, 1995. The Board may make such amendments to the budget as are necessary. The Members agree that the above Annual Payment made for Fiscal Year 1994-95 shall be pro -rated, based upon a 365 -day 7 year, and the number of days that a Member has coverage, should any Member withdraw or determine not to join BRMA's successor association on or before February 28, 1995. Such pro -rated amount shall be returned by BRMA to such Member within 30 days of written notification by the Member of its withdrawal or decision not to join BRMA's successor association. For ensuing fiscal years, the Board of Directors shall approve a preliminary budget by June 1 of each year. The Board of Directors shall, by July 1 of the year, prior to the start of each fiscal year adopt a final budget to cover administrative items and such other revenues and expenses as are necessary. Copies of all preliminary and final budgets shall be promptly mailed to each Representative. Failure of the Board of. Directors to approve a preliminary or final -budget within the times set forth within this Section shall not relieve.the Members of the obligation to make required payments to BRMA so long as such budgets are finally adopted, and the Members are given at least thirty (30) daysafter notification of the adoption of the final budget in which to make any payments due to BRMA. Members will be allowed thirty. (30) days after notification to make Annual or Supplementary Payments. c. Supplementary Assessments for -Prior Fiscal Years Ending with Fiscal Year October 1. 1993 - September 30. 1994: It shall be the obligation of the Board of Directors to establish within its Bylaws a formulator levying of Supplementary Assessments for prior fiscal years. Suchformula, and any amendment thereto, shall require the approval of two-thirds (2/3) of the entire Membershiplotthe Board ofDirectors. d. Return of Surplus for the Fiscal Years Ending September 30, 1994: It shall be the obligation of the Board of. Directors, within thirty. (30) days of the receipt of the audit report .prepared by BRMA's Auditors, which report shall be provided to BRMA within one hundred twenty (120) days of the close of any fiscal year, to return surplus to the Members as provided below: 1. Sixty-five percent (65%) :of the Actuarially Determined Surplus shall be returned following the close of the 9/30/94 Fiscal Year (and each succeeding year thereafter). 2. No surplus may be returned if the Actuarially Determined Surplus is less than $250,000, unless the Actuarially Determined IBNR is below $25,000. When the Actuarially Determined IBNR becomes $0, the balance of the surplus shall be returned. 8 3. Surplus will be returned to any current or former Member that participated in the fiscal year for which surplus is returned. 4. The return of surplus to any Member shall be in the same percentage as the percentage of the total Annual Payments charged to the Members for the applicable fiscal year. 5. The amount of the surplus available for return to an current or former Member is determined by subtracting projected continuing operating. expenses from the Actuarially Determined Surplus for the fiscal years under consideration. 6. Any surplus available for return must first be used to offset any assessments for fiscal years in which the same members are liable for supplementary assessments. 7. The Members and the Board of Directors hereby release each Member from the obligation of the 1990-91 and 1991-92 deferred contribution currently carried as an uncollected commitment from each Member. e. Calls for Supplementary Payments: Calls for Supplementary Payments may be made by the Board of Directors only if there exists a deficit created by operational or administrative costs or both. Members shall be responsible for Supplementary Payments during, the remaining term of BRMA and any later period when claims or expenses must be paid which are attributable to a prior fiscal year during which the expense or claim occurred.• f. The Board of Directors shall provide for additional payments, in its discretion, for delinquency in Annual or Supplementary Payments due hereunder. g. Annual Audit: The Board of Directors shall provide to the Members an annual audit report, actuarial report and any other related auditor reports of the financial affairs of BRMA to be made by a certified public accountant at the end of each fiscal year. ARTICLE XI - EXCESS INSURANCE BRMA will purchase Excess Insurancefrom underwriters of 'insurance with a "BEST" rating of B+V or better and/or Lloyds of London in such amounts as shall be •approved by the Board of Directors, but such purchase does not, and is not intended to waive Sovereign Immunity under Florida Law. In addition to the stated Excess Insurance coverage, BRMA may obtain when possible, Aggregate Stop Loss Excess Insurance, such 9 that in the event that BRMA should in any single year expend a maximum aggregate sum, set from time to time by the Board of Directors for the payment of claims, the Stop Loss Excess Insurance protection would pay additional claims above that amount to a certain maximum annual amount. The Board• of Directors and underwriters shall determine the attachment level of the Aggregate Stop Loss Excess Insurance protection and its limit based upon the •current assets and risk history of BRMA. In the event that a series of losses should exceed the amount of coverage provided by BRMA, the Excess Insurance and the Stop Loss Excess Insurance coverage for any one (1) year, then the determination of whether to pay such uncovered loss shall be the obligation of the individual Member against whom the claim was made and judgment perfected orsettlement under Florida Law. BRMA shall make payments from the Risk Management Pool and the Excess Insurance and Stop Loss. Excess. Insurance proceeds in the order in which the judgments against BRMA have been entered or settlements of claims have been reached. ARTICLE XII - OBLIGATIONS OF MEMBERS The obligations of Members of BRMA shall be as follows: a. To budget for, and where necessary, to levy for, and to promptly pay all Annual and Supplementary.Payments to BRMA at such times and in such amounts as shall be established by the Board of Directors as set forth in this Agreement. Any additional payments due to delinquency shall be as provided in the Bylaws. b. To select, in writing, a Representative to serve on the Board of Directors and to select an Alternate Representative; c. To allow BRMA reasonable access to all facilities of the Member and all records including but not limited to financial records which relate to the purpose or powers of BRMA. d. To allow attorneys employed by BRMA to represent the Member in investigation, settlement discussions and all. levels of litigation arising out of any claim made against the Member within the scope of loss protection furnished by BRMA. e. To furnish full cooperation with BRMA attorneys, claims adjusters, and any agent, employee, officer or independent contractor of BRMA relating to the purpose or powers of BRMA. f. To follow in its operations all loss reduction and prevention procedures established by BRMA within its. purpose or powers. 10 g. To report to the Claims Administrator within the time limit specified in the following items: 1. Within ten (10) days of receipt, any and all statutory notices of claims, as well as summons and complaint or other pleading before a court or agency, involving any claim for which BRMA coverage is sought. 2. Any oral or written demand for monetary relief for which coverage is sought. 3. At the earliest practicable time any information of an occurrence, claim or incident received by the Member and from which the Member could reasonably conclude that coverage will be sought by said Member for such an occurrence, claim or incident. In the event that the information set forthabove is not submitted to the Claims Administrator within the time periods set forth above, the Board of Directors of BRMA, may decline, in whole or part, to provide a defense to the Member or to extend the funds of BRMA for the payment of losses or damages incurred. In reaching its decision, the Board shall consider whether and to which extent BRMA was prejudiced in its ability to investigate and defend the claim due to the failure of the Member to promptly furnish timely notice of the occurrence, claim or incident to the Claims Administrator. ARTICLE XIII - LIABILITY OF BOARD OF DIRECTORS OR OFFICERS OF BRMA The Board of Directors and Representatives serving on the Board of Directors or officers of BRMA shall use ordinary care and reasonable diligence in the exercise of their power, and in the performance of their duties hereunder; they shall not be liable for any mistake of judgment or other action made, taken or omitted by them in good faith; nor for any action taken or omitted by any agent, employee or independent contractor selected with reasonable care; nor for loss incurred through investment of BRMA funds or failure to invest. No Director shall be liable for any action taken or omitted by any other Director. Directors shall have the immunities provided by law and in particular Section 163.01, Florida Statutes. BRMA may purchase insurance providing liability coverage for such Directors or officers. ARTICLE XIV - ADDITIONAL INSURANCE BRMA, through the distribution of the minutes of the Board of Directors or through other means, shall inform all Members of the scope and amount of Excess or Stop Loss Excess. Insurance in force _.eat - all times. Membership in BRMA shall not preclude any Member from purchasing any insurance coverage above those amounts purchased by BRMA. Such purchase shall not be construed to waive 11 Sovereign Immunity of the Members of BRMA. BRMA shall make its facilities available to advise Members of the types of additional or different coverages available to BRMA. ARTICLE XV PROVISIONS REGARDING DEFENSE OF CLAIMS AND LAWSUITS AND SETTLEMENT Section 1. Approval of Defense Counsel: The Board of Directors shall approve a list of counsel to be engaged in defense of all claims or lawsuits against BRMA. Each Member has the right to approve the counsel assigned by the Claims Administrator from the approved list for each and any matter involving the Member. Section 2.. Settlement of Claims or Suits: The. Claims Administrator shall have the authority to settle any claim up to an amount of $5,000.00. The Claims Administrator shall have the authority to settle any claims for an amount in excess of $5,000.00 up to $25,000.00 only upon approval of the Member against which the claim is made; The Board of Directors shall have the authority to approve any settlement ofclaimsin excess of $25,000.00. The monetary limits set forth above shall apply to the settlement of lawsuits by the Claims Administrator except that such settlement.. authority shallbe subject to such public hearing or other requirements of law as determined by each •individual Member. ARTICLE.XVI - CONTRACTUAL OBLIGATION This document shall constitute a binding contract under the Florida Interlocal Cooperation Act of 1969 among .those public agencies comprising BRMA. The obligations and responsibilities of the Members set forth herein, including the obligation to take no action inconsistent with this Interlocal Agreement as originally written or validly amended, shall remain a continuing obligation and responsibility of .the Member.' The terms of this Interlocal Agreement may be enforced in a court of law by BRMA. Except to the extent of the limitedfinancial contributions. to BRMA agreed to herein or such additional •obligations as may be assumed through amendments to this Agreement, no -Member agrees or contracts herein to be held responsible for any claims in tort or contract made against any other Member. The Members intend in the creation of BRMA to establish an organization. for Risk Management only within the scope herein set forth and have not herein created, as among themselves, any relationship of surety, indemnification or responsibility for the debts of claims against any Member. 12 ARTICLE XVII - EXPULSION •R TERMINATION OF MEMBERS By the vote of two-thirds (2/3) of all Representatives serving on the Board of Directors, any Member may be expelled. Such expulsion may be carried out for one (1) or more of the following reasons: a. Failure to make any timely payments or assessments due to BRMA. b. Failure to undertake or continue loss reduction and prevention procedures adopted by BRMA. c. Failure to allow BRMA reasonable access to all facilities of the member and all records which relate to the purpose, powers or functioning of BRMA. d. Failure to furnish full cooperation with BRMA's attorney(ies) claims adjuster(s), and any agent, employee, officer or independent contractor of BRMA relating to the purpose, powers and proper functioning of BRMA. e. Failure to carry out any obligation of a Member which impairs the ability of BRMA to carry out its purpose or powers or functions. �. No Member may be expelled except after notice from BRMA of the alleged failure along with a reasonable opportunity of not less than thirty (30) days to cure the alleged failure. The Member may request a hearing before the Board before any decision is made as to whether the expulsion shall take place. The Board shall set the date for a hearing which shall not be less than fifteen (15) days after the expiration of the time to cure has passed. The Board of Directors may establish the date at which the expulsion of the Member shall be effective at any time not less than sixty (60) days after the vote to expel has been made by the Board of Directors. If the motion to expel made by the Board of Directors or a subsequent motion does not state the time at which the expulsion shall take place, such expulsion shall take place sixty (60) days after the date of the vote by the Board of Directors expelling the Member. ARTICLE XVIII - TERMINATION OF BRMA Pursuant to this Agreement, BRMA will continue to exist to manage the affairs of BRMA as provided in this Agreement. The Board of Directors shall continue to meet on such a schedule as shall be necessary to carry out the termination of the affairs of BRMA. It is contemplated that the Board of Directors may be required to continue to hold meetings mor some substantial period of time in order to accomplish this task, including the settlement of all covered claims incurred during the term of BRMA. All 13 members of BRMA shall remain fully obligated for their portion of any covered claims and expenses which were incurred or created during the term of their membership, along with any other unfulfilled obligations, including but not limited to calls for Supplementary Payments for years of their membership which may be required and called for in subsequent years. All Members of BRMA, upon the general termination of BRMA, shall continue to hold membership on the Board of Directors but only for the purpose of voting on matters affecting their limited continuing interest in BRMA for such years as they were Members of BRMA. Upon termination, the Board of Directors shall request a formal report on the adequacy or redundancy of its Loss and Loss Adjustment Expense Reserves as of the date of dissolution from a qualified and designated member of the Casualty Actuarial Society. In addition, the Board of Directors shall obtain an estimate as of the date of dissolution from its claims servicing company as to the anticipated value of services to be performed after the date -of dissolution .to continue the administration of the claims in reserve as of that date until all claims obligations will have been met. Distribution of surplus funds shall be made in accordance with this Agreement. ARTICLE XIX - EXPULSION FROM BRMA a. Expulsion. A Member of BRMA may be expelled according to the provisions and procedures of Article XVII of this Agreement. b. Obligations of Expelled Members. After any expulsion as provided herein, the former Member shall continue to be fully responsible and obligated for its portion of covered claims and expenses against BRMA, which covered claims were incurred during the term of membership, along with any other unfulfilled obligations, and shall be entitled to a return of surplus as provided in this Agreement, as if it were still a member of BRMA. The withdrawing or expelled Member shall no longer be entitled to participate or vote as a member of the Board of Directors of BRMA. ARTICLE XX - AMENDMENT OF AGREEMENT Any amendment or modification to this Agreement shall be contained in a written document executed with the same formality and of equal dignity herewith. Any amendment or modification to be effective shall be approved by no less than a two -third (2/3) vote of approval of the governing bodies of the Members, and only upon the favorable recommendation of no less than two-thirds (2/3) vote of all Representatives of the Board of Directors. 14 In the event that any provision of this Agreement shall be determined to be invalid and unenforceable by any court of competent jurisdiction, the remaining terms and conditions of this Agreement shall continue in full force and effect. ARTICLE XXII - ENTIRE AGREEMENT It is agreed among the parties that this Agreement shall comprise the entire agreement containing all terms and conditions agreed to among the parties, and no deviation from the terms hereof shall be predicated upon any prior representation or agreements whether oral or written. ARTICLE XXIII - EFFECTIVE DATE This Agreement shall become effective retroactive to October 1, 1994. It shall supersede and replace the First Agreement which became effective December 31, 1990. ARTICLE XXIV - EXECUTION • This Agreement shall be executed in six (6) counterparts, each of which shall be deemed an original. ; ARTICLE XXV - FILING OF AGREEMENT Pursuant to the requirements of Section 163.01(11), Florida Statutes, this Agreement shall be filed with the Clerk of the Circuit Court in and for Broward County, Florida. FTL-124103.2 15 IN WITNESS WHEREOF, the CITY OF PARKLAND has made and executed this Agreement on the 18thday of JANUARY , 199 5, duly authorized by Resolution of the City, a certified copy of which is attached hereto, and duly executed by its authorized representatives. ATTEST: SUSAN ARMSTRONG, CITY CLE APPROVED AS T�FQMM: 2 )\[' City Attorney Andrew Maurodis FTL-124103.2 11/30/94 16 SP2 GLI • • •./ INTERLOCAL AGREEMENT ESTABLISHING THE SOUTH EAST RISK MANAGEMENT ASSOCIATION This is an Agreement ("Agreement") entered into by and among the CITY OF COCONUT CREEK, the TOWN OF LAKE CLARKE SHORES, the TOWN OF LAKE PARK, the CITY OF LAKE WORTH, the TOWN OF LANTANA, the CITY OF NORTH LAUDERDALE, the VILLAGE OF NORTH PALM BEACH, the CITY OF OAKLAND PARK, the CITY OF PARKLAND, and the CITY OF WILTON MANORS, all of said cities being municipal corporations organized and existing under the laws of the State of Florida. WITNESSETH, in consideration of the mutual•terms, conditions, promises, covenants and payments hereinafter set forth, the parties hereto agree as follows: ARTICLE I - NAME The name of the association created pursuant to this Agreement is the South East Risk Management Association ("SERMA"). ARTICLE II - DEFINITIONS As used in this Agreement, the following terms shall have the meaning hereinafter set forth: "Annual Payment" - The amount each Member must annually pay to fund the anticipated costs of the full operation of SERMA, as determined pursuant to the terms of this Agreement. "Excess Insurance" - Insurance purchased by SERMA from insurance companies with a "BEST" rating of B + V or better and/or Lloyds of London to cover losses over a pre-set aggregate or specific amount up to a pre-set maximum amount of coverage. "Joint Self -Insurance" or "Self -Funded" - A self-insurance or self-funded program in which Members agree to an Annual Payment, and where required, Supplementary Payments to support the Risk Management Pool. "Members" - The public agencies of the State of Florida which initially or later enter into SERMA as established by this Agreement. "Risk Management" - A program attempting to reduce or limit casualty and property losses to Members and injuries to employees caused by or arising out of the operations of Members. Where claims arise SERMA will provide processing of claims, investigation, defense and settlement within the financial limits of SERMA as established in accordance with this Agreement and will tabulate such claims, costs and losses. "Risk Management Pool" - Public moneys established by SERMA to jointly self -insure and self -fund Property Coverages, General Liability, Automobile Liability, Professional Liability, Public Officials Liability and Workers' Compensation, and other coverage lines approved by the Board of Directors. "Self -Insurance" - The decision by a public agency not to purchase insurance coverage for risks below certain limits; to seek and maintain immunities provided by law for a non-insured.public agency; to rely upon its financial capabilities to pay covered losses which occur in case third party claims are held valid and not barred or capped by available immunities and to purchase some insurance to protect against catastrophic or aggregate losses. "Supplementary Payments" - Members shall also be obligated, as required, to make supplementary payments, based upon the formula established for supplementary assessments in this Agreement and the Bylaws, if the amount of the Annual Payments shall be insufficient to fund the operations of SERMA. ARTICLE III - PURPOSE SERMA is a cooperative agency voluntarily established by the Members pursuant to Sections 163.01, 768.28 and 440.38, Florida Statutes, for the purpose of seeking the prevention or reduction of casualty and property losses to Members and injuries to persons or employees which might result in claims being made against Members. The purpose of SERMA is to carry out and effect the agreed upon functions and purposes of this Agreement as stated herein. It is the intent of the Members of SERMA to create an entity which will administer a Risk Management Pool and utilize such funds to defend and protect, in accordance with this Agreement, any Member of SERMA against liability for a covered loss. All funds contained within the Risk Management Pool are funds directly derived from its Members which are public agencies of the State of Florida. It is the intent of the Members in entering into this Agreement that, to the fullest extent possible, the scope of Risk Management undertaken by them through a Joint Self -Insurance or Self -Funded program using governmental funds, including the purchase of any insurance hereunder,pursuant to Section 768.28 Florida Statutes, shall not waive, on behalf of any Member or such Member's employees, any defenses or immunities therein provided, or provided by the laws of the State of Florida. SERMA and its Members intend to effect no waiver of Sovereign Immunities through their use of public funds retained within. the Risk Management Pool. Such funds utilized toprotect against risks in accordance with Section 768.28, Florida Statutes, are not intended to constitute the existence, issuance or purchase of a policy for insurance. This Agreement is not intended to create an "insurer" within -the meaning of any legislation -giving rise to liability or applicability to "insurer", for damages, costs, fees or expenses, 2 etc., under Sections 624.155, 626.9541, 627.426, 627.428 Florida Statutes, or other statutes applicable to insurers in the State of Florida. ARTICLE IV - POWERS AND DUTIES The powers of SERMA to perform and accomplish the functions and purposes set forth herein, within the budgetary limits and procedures set forth in this Agreement, shall be as follows: a. To establish Bylaws and operational procedures governing the operations of SERMA which are consistent with this Agreement; b. To employ agents, employees and independent contractors and approve the rate of compensation, benefits and/or contracts that apply to SERMA employees, officers and service providers, and to ensure all benefits of Section 163.01(9)(a), Florida Statutes, and all other applicable Florida Statutes; c. To lease real property and to purchase or lease equipment, machinery or personal property necessary for the carrying out of the purposes of SERMA; d. To carry out educational and other programs relating to risk reductions; e. To assure collection of funds for the continued administration .of the Risk Management Pool; f. To purchase Excess Insurance to supplement the Risk Management Pool without such purchase constituting a waiver of Sovereign Immunity under Florida Law; g. To provide Risk Management services including the defense of and settlement of claims and to exercise the authority granted by Section 768.28, Florida Statutes. h. To act solely within the budgetary limits established by the Members to carry out such other activities as are necessarily implied or required to carry out the purposes of SERMA. i. To sue or be sued as a separate legal entity. 7• To exercise such other powers and duties consistent with the purposes of this Agreement in accordance with Florida Law. ARTICLE V - COMMENCEMENT DATE, PARTICIPATION, AND TERM SERMA shall commence its operations as of October 1, 1994. SERMA shall continue in existence for an initial term ending September 30, 1996 including all Members executing this Agreement commencing October 1, 1994. Thereafter, the Members may, through 3 the manner provided in Article VI b.10., extend the term of SERMA for individual extended terms each of which may not be for more than two (2) years. So long as SERMA shall continue in existence, any new Member joining SERMA shall remain a Member for a two (2) year term. Thus, a new Member joining SERMA for the second year of a two (2) year term shall be obligated to continue as a Member for at --least the first year of the new two (2) year term if such an extended term is authorized. Subject to the provisions of this Article, any Member may withdraw from SERMA at the end of a fiscal year upon the giving of at least one (1) year's prior written notice. Such notice shall be addressed to the Claims Administrator, sent by certified mail, return receipt requested, and shall be accompanied by a resolution of the governing body of the Member electing_ to withdraw from SERMA. SERMA shall establish and periodically review standards for the admission of new Members, not inconsistent herewith. ARTICLE VI - BOARD OF DIRECTORS OF SERMA' a. Appointment. There is hereby established a Board of Directors (sometimes hereinafter referred to as the "Board") of SERMA. Each Member shall appoint by motion or resolution one (1) person to represent that body (the "Representative") on the Board of Directors for a term specified in the motion or resolution along with another person to serve as an alternate representative (the "Alternate") when the Representative is unable to carry out that Representative's duties. The Representative and Alternate shall be appointed by the governing body of the Member and a copy of written appointment shall be provided to SERMA. The persons appointed shall remain in office until SERMA receives evidence in writing of the appointment of other persons by the governing body. The Representative selected must be an employee of the entity. The Alternate selected must be either an employee or elected official of the entity. Whenever in this Agreement there is reference to, or act required of, a Representative, such reference or act shall apply to the Alternate when acting in the stead of the Representative. No Representative or Alternate serving on the Board of Directors, nor Representative or Alternate serving as an officer, shall receive any salary from SERMA. b. Additional Duties. In carrying out the powers set forth in Article IV hereof, the Board of Directors shall have the responsibility for: 1. Employing SERMA officers, agents, non -clerical employees - and independent contractors; -- 4 2. Setting of compensation for all persons, firms and corporations employed by SERMA; 3. Recommending to the governing bodies of the Members any amendments to the Agreement. Any such proposed amendments must receive the approval for recommendation of two-thirds (2/3) of the total number of Representatives on the Board of Directors. No amendments may be considered by the governing bodies of the Members that have not received such approval by the Board of Directors; 4. Approval of the acceptance of new Members and expulsion of Members. The expulsion of a Member shall require the two-thirds (2/3) vote of all Representatives serving on the Board of Directors; 5. Approval and amendment of the annual budget of SERMA; 6. Approval of the operational procedures developed by the Chair; 7. Approval of educational and other programs relating to risk reduction; 8. Approval of reasonable and necessary loss reduction and prevention procedures which shall be followed by all Members; 9. Approval of annual Supplementary Payments to the Risk Management Pool for each Member; 10. Approval, by Resolution of the Board,•of additional terms of not more than two (2) years for the extension of the term of SERMA, subject to the following notice provisions to the Members. SERMA shall provide specific written notice of the proposed Resolution to extend the term of SERMA, by certified mail, to the Mayor or Chief Elected Official of the governing body of the Members and to the Representatives and Alternates thereof, no less than ten (10) days prior to the meeting at which such Resolution is proposed to be adopted. Such approval shall require an affirmative vote of two-thirds (2/3) of all the Representatives serving on the Board of Directors of SERMA. All requirements of this Paragraph VIb.10. shall be completed prior to June 30 of the year in which the Board of Directors of SERMA is required to determine whether or not to extend the term of SERMA; and Approval of a reduction or elimination in the scope of loss protection set forth in Article XI to. be furnished by the Risk Management Pool derived from payments from 5 the Members. Such approval shall require the affirmative vote of two-thirds (2/3) of all the Representatives serving on the Board of Directors and only upon compliance with the notice requirements set forth in Article VI b.10. above. c. Vacancies. The Representative selected by a Member shall serve until a successor has been selected. The Representative chosen may be removed at any time by the vote of the governing body of a Member. In the event that a vacancy occurs in the position of Representative or Alternate selected by the governing body, that body shall appoint a successor in writing within sixty (60) days of such vacancy occurring. The failure of a Member to select a Representative or the failure of that person to participate shall not affect the responsibilities or duties of a Member under this Agreement. d. appointment of Chair and Vice -Chair. The Board of Directors shall bi-annually select a Chair and Vice Chair during the final quarter of each two (2) year term to serve during the subsequent two (2) year term. The Chair shall vote on all matters that come before the Board. The Chair shall have such other powers as may be given from time to time by action of the Board. The Vice Chair shall carry out all duties of the Chair of the Board during the absence or inability of the Chair to perform such duties and shall carry out such other functions as may be assigned from time to time by the Chair of the Board of Directors. The Board of Directors may from time to time appoint other officers to the Board. ARTICLE VII - MEETINGS. NOTICE, RECORDS AND VOTING REQUIREMENTS a. The Board of Directors shall meet at least quarterly for consideration of general business matters and at least quarterly for consideration of claims matters. The Bylaws shall make provision for the call of regular, special and emergency meetings. The Chair, or in the absence of the Chair, the Vice -Chair, shall give ten (10) days prior written notice of regular or special meetings. b. The Board shall provide notice of meetings as required by Section 286.011, Florida Statutes, and as provided in the Bylaws, subject to any exceptions provided by Florida law and the Bylaws. c. The Board shall maintain its records as required by Florida Law and as provided in the Bylaws. d. At all meetings of the Board, a majority of the Representatives serving on the -Hoard of Directors of SERMA shall constitute a quorum for the transaction of business. 6 Except as set forth to the contrary in this Agreement, the act of the majority of Representatives present at a meeting at which a quorum is present is the act of the Board. Each Member shall be entitled to one (1) vote on the Board of Directors. Such vote may be cast only by the Representative or in the Representative's absence by the Alternate. No proxy votes or absentee votes shall be permitted. The Board may establish within its Bylaws a rule that a vote greater than a majority of a quorum is required for passage of a given matter provided, however, that such rule can only be established by a vote equal to or greater than the extraordinary voting requirements imposed by the proposed rule. ARTICLE VIII - OFFICERS AND EMPLOYEES a. Employees: The Board may, as it from time to time determines and within the confines of SERMA's annual budget, employ an executive director, treasurer, secretary, staff, personnel, technical experts, legal counsel, and such other agents and employees, permanent or temporary, as it requires, and determine their qualifications, duties and compensation. The Board may approve and authorize contracts with other persons, firms and individuals to provide services for and on behalf of SERMA as provided herein. b. Officers: In addition to the Chair and Vice -Chair, the Board may establish and provide for, in its Bylaws, such officers as it deems appropriate. The Bylaws shall establish qualifications and prescribe the duties of each officer. ARTICLE IX - COMMITTEES The Board of Directors of SERMA may create, from time to time, such standing or ad hoc committee or committees, including an Executive Committee, as shall be necessary or desirable. to carry out the functions and purposes of SERMA and in the Bylaws shall provide for their creation, membership, dissolution and the removal of members. ARTICLE X - FINANCES AND RISK MANAGEMENT POOL a. Fiscal Year: The fiscal year of SERMA shall be as provided in the Bylaws of SERMA. b. Budget and Provisions Governing Payments: The Board of Directors shall adopt procedures within its Bylaws for preparation and approval of preliminary and final budgets for the administration of SERMA. 7 The Board shall establish a schedule Annual Payments, or installments Supplementary Payments due hereunder additional payments, in its discretion, of the payments due hereunder. c. Cost Allocation Formula: The Board of Directors shall establish in its Bylaws a formula for the allocation of costs among its Members (the "Cost Allocation Formula"). The adoption of, and any amendment to, the Cost Allocation Formula shall require a two-thirds (2/3) affirmative vote of the entire membership of the Board of Directors. d. Supplementary Assessments and Surplus Distribution: The Board of Directors shall establish in its Bylaws a formula for Supplementary Assessments and Surplus Distribution. The adoption of, and any amendment to, the formulas shall require a two-thirds (2/3) affirmative vote of the entire membership of the Board of Directors. of payments, both for thereof, and for and shall provide for for delinquency in any e. Amendment to Budget:. Budgets may be amended at any and calls for Supplementary Payments may be made by the Board of Directors, pursuant to the terms of the Bylaws. Members shall be responsible for Supplementary Payments during the entire term of SERMA and any later period when claims or expenses must be paid which are attributable to a prior fiscal year during which the expense or claim occurred. f. Annual Audit: The Board of Directors shall provide to the Members an annual audit report, actuarial report and any other related auditor reports of the financial affairs of SERMA to be made by a certified public accountant at the end of each fiscal year. ARTICLE XI - EXCESS INSURANCE SERMA will purchase Excess Insurance from underwriters of insurance with a "BEST" rating of B+V or better and/or Lloyds of London in such amounts as shall be approved by the Board of Directors, but such purchase does not, and is not intended to waive Sovereign Immunity under Florida Law. In the event that a series of losses should exceed the amount of coverage provided by SERMA, the Excess Insurance coverage for any one (1) year, then the determination of whether to pay such uncovered loss shall be the obligation of the individual Member against whom the claim was made and judgment perfected or settlement under Florida Law. 8 ARTICLE XII - OBLIGATIONS OF MEMBERS The obligations of Members of SERMA shall be as follows: a. To budget for, and where necessary, to levy for, and to promptly pay all Annual and Supplementary Payments to SERMA at such times and in such amounts as shall be established by the Board of Directors as set forth in this Agreement and in the Bylaws. b. To select, in writing, a Representative to serve on the Board of Directors and to select an Alternate Representative; c. To allow SERMA reasonable access to all facilities of the Member and all records including but not limited to financial records which relate to the purpose or powers of SERMA. d. To allow attorneys employed by SERMA to represent the Member in investigation, settlement discussions and all levels of litigation arising out of any claim made against the Member within the scope of loss protection furnished by SERMA. e. To furnish -full cooperation with SERMA attorneys, claims adjusters, and any agent, employee, officer or independent contractor of SERMA relating to the purpose or powers of SERMA. f. .To follow in its, operations all loss reduction and prevention procedures established by SERMA within its purpose or powers. To report to the Claims Administrator within the time limit specified in the following items: 1. Within ten (10) days of receipt, any and all statutory notices of claims, as well as summons and complaint or other pleading before a court or agency, involving any claim for which SERMA coverage is sought. 2. Any oral or written demand for monetary relief for which coverage is sought. 3. At the earliest practicable time any information of an occurrence, claim or incident received by the Member and from which the Member could reasonably conclude that coverage will be sought by said Member for such an occurrence, claim or incident. g• In the event that the information set forth above is not submitted to the Claims Administrator within the time periods set __forth above, the Board of Directors o_f_aERMA may decline, in whole or part, to provide a defense to the Member or to extend the funds of SERMA for the payment of losses or damages incurred. In 9 reaching its decision, the Board shall consider whether and to which extent SERMA was prejudiced in its ability to investigate and defend the claim due to the failure of the Member to promptly furnish timely notice of the occurrence, claim or incident to the Claims Administrator. ARTICLE XIII - LIABILITY OF BOARD OF DIRECTORS OR OFFICERS OF SERMA The Representatives serving on the Board of Directors or officers of SERMA shall use ordinary care and reasonable diligence in the exercise of their power, and in the performance of their dutieshereunder; they shall not be liable for any mistake of judgment or other action made, taken or omitted by them in good faith; nor for any action taken or omitted by any agent, employee or independent contractor selected with reasonable care; nor for loss incurred through investment of SERMA funds or failure to invest. No Director shall be liable for any action taken or omitted by any other Director. Directors shall have the immunities provided by law and in particular Section 163.01, Florida Statutes. SERMA may purchase insurance providing liability coverage for such Directors or officers. ARTICLE XIV - ADDITIONAL INSURANCE SERMA, through the distribution of the minutes of the Board of Directors or through other means, shall inform all Members of the scope and amount of Excess Insurance in force at all times. Membership in SERMA shall not preclude any Member from purchasing any insurance coverage above those amounts purchased by SERMA. Such purchase shall not be construed to waive Sovereign Immunity of the Members of SERMA. SERMA shallmakeits facilities available to advise Members of the types of additional or different coverages available to SERMA. ARTICLE XV - CO RACTUAL OBLIGATION This document shall constitute a binding contract under the Florida Interlocal Cooperation Act of 1969 among those public agencies comprising SERMA. The obligations and responsibilities of the Members set forth herein including the obligation to take no action inconsistent with this Interlocal Agreement as originally written or validly amended shall remain a continuing obligation and responsibility of the Member. The terms of this Interlocal Agreement may be enforced in a court of law by'SERMA. Except to the extent of the limited financial contributions to SERMA agreed to herein or such additional obligations as may be assumed through amendments to this Agreement, no Member agrees or contracts herein to be held responsible for any claims in tort or contract made against any other Member. The Members intend in the creation of SERMA to establish an organization for Risk Management only within the scope herein set forth and have not herein created, 10 as among themselves, any relationship of surety, indemnification or responsibility for the debts of claims against any. Member. ARTICLE XVI - EXPULSION OR TERMINATION OF MEMBERS By the vote of two-thirds (2/3) of all Representatives serving on the Board of Directors, any Member may be expelled. Such expulsion may be carried out for one (1) or more of the following reasons: a. Failure to make any timely payments as provided in the Bylaws or assessments due to SERMA. b. Failure to undertake or continue loss reduction and prevention procedures adopted by SERMA. c. Failure to allow SERMA reasonable access to all facilities of the member and all records which relate to the purpose, powers or functioning of SERMA. d. Failure to furnish full cooperation with SERMA's attorney(ies) claims adjuster(s), and any agent, employee, officer or independent contractor of SERMA relating to the purpose, powers and proper functioning of SERMA. e. Failure to carry out any obligation of a Member which impairs the ability of SERMA to carry out its purpose or powers or functions. No Member may be expelled except after notice from SERMA of the alleged failure along with a reasonable opportunity of not less than thirty (30) days to cure the alleged failure. The Member may request a hearing before the Board before any decision is made as to whether the expulsion shall take place. The Board shall set the date for a hearing which shall not be less than fifteen (15) days after the expiration of the time to cure has passed. The Board of Directors may establish the date at which the expulsion of the Member shall be effective at any time not less than sixty (60) days after the vote to expel has been made by the Board of Directors. If the motion to expel made by the Board of Directors or a subsequent motion does not state the time at which the expulsion shall take place, such expulsion shall take place sixty (60). days after the date of the vote by the Board of Directors expelling the Member. ARTICLE XVII - TERMINATION OF SERMA If at the conclusion of any fixed term of SERMA, the Board of Directors does not vote to continue the existence of SERMA, _pursuant to the provisions of Article_YIb.10. hereof, then SERMA shall cease its existence at the close of the then current fiscal year. Under those circumstances, the Board of Directors shall 11 continue to meet on such a schedule as shall be necessary to carry out the termination of the affairs of SERMA. It is contemplated that the Board of Directors may be required to continue to hold meetings .for some substantial period of time in order to accomplish this task, including the settlement of all covered claims incurred during the term of SERMA. All Members upon a general termination of SERMA, shall remain fully obligated for their portion of any covered claims and expenses which were incurred or created during the term of their membership, along with any other unfulfilled obligations, including but not limited to calls for Supplementary Payments for years of their membership which may be required and called for in subsequent years. All then current Members of SERMA, upon a general termination of SERMA, shall continue to hold membership on the Board of Directors but only for the purpose of voting on matters affecting their limited continuing interest in SERMA for such years as they were Members of SERMA. In the event of the general termination of SERMA, the Board of Directors shall request a formal report on the adequacy or redundancy of its Loss and Loss Adjustment Expense Reserves as of the date of dissolution from a qualified and designated member of the Casualty Actuarial Society. In addition, the Board of Directors shall obtain an estimate as of the date of dissolution from its claims servicing company as to the anticipated value of services to be performed after the date of dissolution to continue the administration of the claims in reserve as of that date until all claims obligations will have been met. Distribution of surplus funds shall be made. in accordance with this Agreement and the Bylaws. ARTICLE XVIII - WITHDRAWAL OR EXPULSION FROM SERMA a. Withdrawal. After the initial term of SERMA, any Member of SERMA may withdraw from SERMA at the end of the fiscal year upon the giving of at least one (1) year's prior written notice. Such notice shall be addressed to the Chair, and shall be accompanied by a resolution of the governing body of the Member electing to withdraw. b. Expulsion. A Member of SERMA may be expelled according to the provisions and procedures of Article XVI of the Agreement and Bylaws. c. Obligations of Withdrawing or Expelled Members. After any withdrawal or expulsion as provided herein, the former Member shall continue to be fully responsible and obligated for its portion of covered claims and expenses against SERMA, which covered claims were incurred during the term of membership, along with any other unfulfilled obligations, and shall be entitled to a return of surplus as provided in this Agreement, and -the Bylaws, as if it were still a member of SERMA. The withdrawing or expelled Member shall, after withdrawal or 12 expulsion, no longer be entitled to participate or vote as a member of the Board of Directors of SERMA. ARTICLE XIX - CONTINUED EXISTENCE OF THE BROWARD RISK MANAGEMENT ASSOCIATION ("BRMA") and THE FLORIDA INTERGOVERNMENTAL RISK MANAGEMENT ASSOCIATION ("FIRMA") The Members recognize and acknowledge that BRMA and FIRMA continue to exist, under valid interlocal agreements, as entities independent of SERMA for the purpose of administering the affairs, business, and obligations of each Association incurred through and including September 30, 1994. SERMA shall assume no liability, responsibility, or benefit whatever from the continued operation of BRMA and FIRMA. All resources, claims, liabilities and surplus fund balances of BRMA and FIRMA shall be legally and financially segregated from the resources and liabilities of SERMA. ARTICLE XX - AMENDMENT OF AGREEMENT Any amendment or modification to this Agreement shall be contained in a written document executed with the same formality and of equal dignity herewith. Any amendment or modification to be effective shall be approved by no less than a two -third (2/3) vote of approval of the governing bodies of the Members, and only upon the favorable recommendation of no less .than two-thirds (2/3) vote of all Representatives of the Board of Directors. ARTICLE XXI - SEVERABILITY In the event that any provision of this Agreement shall be determined to be invalid and unenforceable by any court of competent jurisdiction, the remaining terms and conditions of this Agreement shall continue in full force and effect. ARTICLE XXII - ENTIRE AGREEMENT It is agreed among the parties that this Agreement shall comprise the entire agreement containing all terms and conditions agreed to among the parties, and no deviation from the terms hereof shall be predicated upon any prior representation or agreements whether oral or written. ARTICLE XXIII - EFFECTIVE DATE This Agreement shall become effective and retroactive to October 1, 1994. ARTICLE XXIV - EXECUTION This Agreement shall be executed_in eleven (11) counterparts, each of which shall be deemed an original. 13 ARTICLE XXV - FILING OF AGREEMENT . Pursuant to the requirements of Section 163.01(11), Florida Statutes, this Agreement shall be filed with the Clerks of .the Circuit Court in and for Broward County, Florida, and Palm Beach County, Florida. FTL-122656.4 14 IN WITNESS WHEREOF, the PARKLAND CITY COMMISSION has made and executed this Agreement on the 18th day of JANUARY , 1995, duly authorized by Resolution, a certified copy of which is attached hereto, and duly executed by its authorized representatives. ATTEST: SUSAN ARMSTRONG, CITY RK APPROVED AS TO FORM: FTL-122656.4 11/30/94 15 S PAGLI MAYOR