Resolution 182-2013RESOLUTION NO. 182 — 2013
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA
APPROVING THE INTERLOCAL AGREEMENT AMONG BROWARD COUNTY, MARTIN COUNTY, MIAMI -
DADE COUNTY AND PALM BEACH COUNTY RELATING TO THE SOUTH FLORIDA CULTURAL
CONSORTIUM.
WHEREAS, Broward County, Miami -Dade County, Monroe County and Palm -Beach County have been working
together as a regional cultural consortium for specific activities since 1985; and
WHEREAS, Monroe County has made in -kind contributions in the past and county artists have received
financial support; and
WHEREAS, Florida Statutes 163.01, provides authorization for the creation of a separate entity by means of an
interlocal agreement, and
WHEREAS, Monroe County desires to set the funding responsibilities of the county so that any or all funding for
the consortium shall be limited to the budget allotted to the Arts Council by the Board of County Commissioners
and limited by any prior constraints of statute, ordinance or budgeting commitments in the Arts Council funding;
WHEREAS, Monroe county desires to continue to work together as a regional consortium under an Interlocal
Agreement of all the parties;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA:
Secti 1. Monroe County approves the entry into the Interlocai Agreement among Broward
County, Martin County, Miami -Dade County and Palm Beach County Relating to the South Florida
Cultural Consortium.
Section 2 . Any and all funding for the consortium shall be limited to the budget allotted to the Arts
Council by the Board of County Commissioners and limited by any prior constraints of statute, ordinance or
budgeting commitments in the Arts Council funding,
Sto on 3: This Resolution shall become effective on the date written below.
PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida, at a meeting of said
Board held on the 19th day of June 2013.
Mayor George Neugent
Mayor Pro Tern Heather Carruthers
Commissioner Danny Kolhage
Commissioner David Rice
Commissioner Sylvia Murphy
(SEAL)
Attest: luny Heavilin, Clerk
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Deputy Cleric
Yes MONROE COUNTY
Yes PROVED AS 1
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BOARD OF COUNTY COMMISSIONERS
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INTERLOCAL AGREEMENT AMONG
BROWARD COUNTY, MARTIN COUNTY, MIAMI-DADE COUNTY,
MONROE COUNTY AND PALM BEACH COUNTY
RELATING TO THE
SOUTH FLORIDA CULTURAL CONSORTIUM
THIS INTERLOCAL AGREEMENT ( "Agreement "), entered into this I ` day of
20 -16 among Broward County, Martin County, Miami -Dade County, Monroe County,
and Palm Beach County.
WHEREAS, Broward County, Miami -Dade County, Monroe County and Palm Beach County
began working together as a regional cultural consortium for specific activities known as The South
Florida Cultural Consortium under an Interlocal Agreement dated April 16, 1985, as approved by the
respective Boards of County Commissioners of such Counties; and
WHEREAS, Broward County, Martin County, Miami -Dade County, Monroe County, and Palm
Beach County (collectively "Parties" and individually "Party ") desire to continue to work together as a
regional cultural consortium for specific activities as provided for by Section 163.01, Florida Statutes (as
amended); and
WHEREAS, Section 163.01, Florida Statutes (as amended), also provides the authorization for
the creation of a separate entity by means of an interlocal agreement; and
WHEREAS, pursuant to the initial Interlocal Agreement established through resolutions adopted
by Monroe County (Resolution No. 083 -1985 dated March 20, 1985), Broward County (Resolution No.
85 -796 dated March 26, 1985), Palm Beach County (Resolution No. R -85 -547 dated April 2, 1985) and
an ordinance adopted by Miami -Dade County (Ordinance No. 85 -26 and accompanying Resolution No.
R- 488 -85 dated April 16, 1985) the South Florida Cultural Consortium was created, and amended
pursuant to subsequent action by Miami -Dade County (Resolution Nos. R- 1457 -87, R- 1216 -88, R -1201-
90 and R- 86 -93), Broward County (by action on January 26, 1988, and subsequent action on November
10, 1992, ref. Agenda Item 44B), Monroe County (Resolution No. 403 - 1989), Palm Beach County
(Resolutions No. R -89 -570 and No. R -92- 13550) and Martin County (Policy 16.4A.1, Comprehensive
Growth Management Plan, Martin County Code); and
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WHEREAS, the Parties desire to enter into this Agreement for a period of thirty (30) years
commencing on the date of complete execution by all Parties, with automatic successive one -year
renewals thereafter until terminated in accordance with the terms of this Agreement,
NOW THEREFORE, the Parties, in consideration of the mutual promises and covenants set forth
herein, agree as follows:
1. CONTINUATION OF CONSORTIUM There is hereby authorized to continue to operate,
pursuant to Section 163.01, Florida Statutes (as amended from time to time), a separate entity to be
known as The South Florida Cultural Consortium (hereinafter "Consortium ").
2. PURPOSE OF AGREEMENT The purpose of this Agreement shall be to continue the formal
process for inter - county cooperation for enhancement, encouragement and public expenditures in
support of culture and the arts within the counties which are members of the Consortium and with
such other government or other entities with which these counties may in the future contract.
3. TERM AND TERMINATION This Agreement shall be in effect for a period of thirty (30) years
commencing on the date of complete execution by all Parties, with automatic successive one -year
renewals until terminated in accordance with the terms of this Agreement. The Parties agree that
the "Effective Date" of this Agreement shall be the date of complete execution by all Parties. Any
Party may withdraw from this Agreement commencing on any October 1 st by giving written notice
to the other parties by the immediately preceding July 1 If a majority of the Parties withdraws
within the same one -year period, this Agreement shall be deemed terminated on September 30 of
such year. Any Party may terminate its participation in this agreement at a date effective prior to
the end of the fiscal year (as defined in Paragraph 7 below) by providing written notice to the other
parties at least ninety (90) calendar days prior to the effective date of termination, and must fulfill
all of its financial and programmatic commitments as previously adopted and approved by the
Consortium and already encumbered at the time of the notice of termination. On the Effective Date,
this Agreement automatically replaces and supersedes all other Interlocal agreements for this same
purpose that may be in place through prior actions by the Parties.
4. MEMBERSHIP The membership of the Consortium shall be composed of the volunteer board
chairperson of each County's cultural agency responsible for matters relating to culture and the arts
and the professional staff director of each County cultural agency or such other citizens' council
professional staff member as the County Manager or County Administrator for each respective
county may designate in advance in writing. Members shall serve without compensation but may
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be reimbursed from Consortium funds for actual authorized expenses incurred in the discharge of
their duties as provided in Paragraph 6 below, in accordance with F.S. 112.061 (as amended from
time to time).
5. MEETINGS The Consortium will meet no less frequently than two (2) times per year and
otherwise as may be called by the Chair of the Consortium. The Consortium shall annually elect a
Chair from among the members who are professional staff directors. In the event the Chair of the
Consortium resigns, is terminated from his or her employment, or resigns his or her position, a new
election shall be held as soon as practicable, but in no event more than one hundred eighty (180)
calendar days after the effective date of such resignation or termination. Each member shall have
one vote and a member must be present to exercise that vote. A quorum shall consist of at least one
member from at least three counties' designated cultural agencies. Matters, except as noted in
Paragraph 6 below, shall be determined by a majority vote at a duly constituted meeting. A matter
may be reconsidered at the same meeting at which it was initially decided or at the next meeting of
the Consortium, under the condition that the motion to reconsider must be offered by a member who
voted with the majority at the initial determination. All meetings of the Consortium shall comply
with the requirements of the Florida Government in the Sunshine Law, as amended from time to
time.
6. POWERS OF THE CONSORTIUM The Consortium shall have the following powers which
may be exercised without further approval of the Parties: a) to seek and accept, in the Consortium's
name, federal, state, local or private gifts, grants, assistance, funds and bequests in the furtherance
of its purposes; b) to enter into contracts for commodities, goods and services; c) to expend or carry
over budgeted sums to the succeeding fiscal year, provided that all expenditures shall be in
accordance with federal regulations, state law and Charter, and procedures of the fiscal and
administrative agent, and further provided that where those procedures require action by the Board
of County Commissioners, then action by the Consortium shall be required in lieu thereof, and
where those procedures require action by the County Manager or County Administrator, then action
by the Chair of the Consortium shall be required in lieu thereof; d) to grant funds in accordance
with a formal program or programs which it shall develop; and e) to acquire, operate, maintain,
lease or sell any personal property subject to grant or other restrictions. The Consortium shall not
expend or commit more funds in any fiscal year than it has received. The Consortium shall sue and
be sued only in its own name. The Consortium shall solely bear all liabilities incurred as a result of
formal Consortium acts and for which the Consortium is found to be liable after an appropriate
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court's entry of a final judgment and the expiration of any appeals, and provided that nothing herein
shall act as a waiver of sovereign immunity for the Consortium or for any Party hereto.
7. FISCAL YEAR The Consortium shall maintain a "fiscal year," which begins on October 1 of each
year and ends September 30 of the following year. For each fiscal year, each Consortium member
shall submit to its respective governing boards of directors, and Board of County Commissioners
for those Parties that are wholly public agencies, a budget request for its Consortium- related
expenses pertaining to operating and capital expenditures, which request shall not be implemented
until approved by its respective board(s). The Consortium budget shall be prepared in conjunction
with the formal requests of the appropriate cultural agencies, councils and/or departments on
official budget forms by each of the Parties for its respective County Manager or County
Administrator, or its appropriate governing authority.
8. ANNUAL FINANCIAL AND AUDIT REPORT Each designated Consortium member agency
may submit to its respective Board of County Commissioners an annual financial report and/or
annual audit prepared by the fiscal and administrative agent and reviewed by a finance officer of the
agent's county, who is not a member of the Consortium. Annual reports shall consist of (a) a
balance sheet; (b) a statement of revenues and expenditures; and (c) a statement of changes in fund
balance. The annual report and audit for the preceding fiscal year shall be available for submission
to the County Managers or County Administrators by June 30 of the following fiscal year, or upon
annual publication and issuance by the respective finance or budget department of the fiscal and
administrative agent's county.
9. ANNUAL FINANCIAL COMMITMENTS Unless a Party withdraws from this Agreement as
provided in Paragraph 3 above, each Party or its designated cultural agency shall contribute an
amount each fiscal year as stated on the Consortium's approved budget to fulfill its share of the cash
and in -kind match requirements of any federal, state, local or private grant funding that is obtained,
subject to prior approval of the budget as stated in Paragraph 7 above. Each of the cultural agency
members of the Consortium shall, on behalf of the Consortium, submit to its respective governing
boards of directors, and Board of County Commissioners for those Parties that are wholly public
agencies, a Consortium budget request pertaining to private and/or local government revenues
needed for operating and capital expenditures, which request shall not be implemented until
approved by the respective Boards, as outlined in Paragraph 7 above. Each Party, or its designated
cultural agency, shall convey its approved contribution to the fiscal agent to be held in a segregated
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fund /project until encumbered for expenditure by formal action of the Consortium, and duly
expended to satisfy a financial obligation of the Consortium. Local match contributions and
secured outside grant funds shall be divided each fiscal year to each Party through programs or
services directly benefiting each Party, as determined by formal action of the Consortium. The
Consortium and the Parties acknowledge and agree that adequate funds to satisfy all financial
obligations and all other obligations to each other or any other party relating to the Consortium
arising through the period ending on the date immediately preceding the Effective Date of this
Agreement, have been encumbered and /or satisfied by such date.
10. DESIGNATION OF FISCAL AND ADMINISTRATIVE AGENT(S) The Parties designate
Miami -Dade County as the fiscal and administrative agent(s) for the Consortium until such time as
the Parties shall designate in writing another Party to serve as either or both the fiscal and
administrative agent for the Consortium. All sums due to the Consortium from any source (except
the contributions of the Parties) shall be paid directly to the Consortium and reported in writing to
the fiscal and administrative agent. No expenditure shall be made without formal authorization
from the Consortium in accordance with the procedures, which it shall adopt, which procedures
shall comply with grant guidelines or other requirements for such expenditures. Documentation of
all expenditures associated with contributions of the Parties shall be maintained by each Party and
provided to the fiscal and administrative agent within forty-five (45) calendar days after such
expenditures by such Party. Any grant funds or other contributed funds required to be paid back as
the result of an audit shall be borne solely by the Consortium and, if necessary to amass sufficient
cash to issue the reimbursement, shall be paid, in accordance with a repayment plan determined by
formal action of the Consortium, by the Parties within thirty (30) calendar days after receipt by such
Party of the request to pay back the funds, subject to such Party's prior receipt of a copy of the audit
requiring such reimbursement.
11. EXECUTION OF AGREEMENTS All contracts, leases and expenditures shall be formally
approved by the Consortium and signed by the Chair of the Consortium and the administrative and
fiscal agent for the Consortium and, as to contracts and/or leases, shall also be signed by an attorney
from the County Attorney's office of the Consortium's designated administrative agent, as noted in
Paragraph 14 below.
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12. DEBT INSTRUMENTS The Consortium shall not borrow funds or issue debt instruments without
the expressed prior written authorization of each of the Parties hereto, issued in compliance with
State law.
13. PROVISION OF SERVICES Employees of the Parties shall reasonably cooperate with the
Consortium and shall provide such in -house services as may be available as determined in the sole
discretion of the respective Party. The Consortium may engage such consultants and other service
providers, as it deems necessary, and shall be solely responsible for entering into applicable written
Agreements and paying for such services.
14. LEGAL COUNSEL The Miami -Dade County Attorney shall furnish legal advice and
representation to the Consortium at no cost. All contracts and leases to be considered by the
Consortium must have been approved in writing by the Miami -Dade County Attorney's Office for
form and legal sufficiency before Consortium action. A copy of all executed contracts and leases
shall be forwarded to the Parties, who are responsible for forwarding them, in turn, to their
respective County Attorneys, if necessary.
15. POLICIES AND PROCEDURES The Consortium shall adhere to the administrative and fiscal
agent's written policies and procedures relating to the acquisition of goods and services. The
Consortium shall establish in writing uniform rates for the services it provides (or may provide) or
literature it sells (or may sell). The Consortium shall establish in writing, through action of the
Consortium's members, such rules and regulations as may be necessary in the conduct of its
business.
16. DISPOSITION OF PROPERTY At the complete termination of this Agreement by all Parties as
stated in Paragraph 3 above, all property then held by the Consortium or in which the Consortium
has an interest shall be evaluated and distributed among the Parties or sold at public auction and the
proceeds distributed proportionately to the Parties, based on each Party's history of contributions in
support of Consortium activities and as determined by formal action of the Consortium. Property
purchased with grant funds shall be disposed of in accordance with the grant guidelines and
applicable regulations.
17. SHARING OF PROPERTY At the complete termination of this Agreement by all Parties, as
stated in Paragraph 3 above, each Party is entitled to a proportionate share, based on its history of
contributions in support of Consortium activities, of all property (or the proceeds thereof) acquired
by the Consortium or in which the Consortium has an interest. Any Party terminating its
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participation prior to the termination date fixed by this Agreement in Paragraph 3 above, as it may
be automatically renewed from time to time, shall not be entitled to any share of any property or the
proceeds thereof nor be responsible for any liabilities after the effective date of such Party's
termination.
18. INSURANCE FOR CONSORTIUM Throughout the period that Miami -Dade County is the
designated fiscal and administrative agent, the Consortium is covered by Miami -Dade County's
self - insurance program. If preferred, the Consortium may, through action of the Consortium
members, purchase additional and /or alternative insurance protection.
19. REPORTING ACTIVITIES Each year during the term of this Agreement, each member of the
Consortium shall report to its respective governing boards of directors, and Board of County
Commissioners for those Parties that are wholly public agencies, as to the most recently completed
and proposed fiscal year's activities of the Consortium, on a schedule compliant with the reporting
requirements as determined by each respective Party.
20. EXECUTIVE COMMITTEE The Consortium may delegate to its executive committee any and
all of the business of the Consortium. The executive committee shall be composed of the Chair of
the Consortium and the other professional staff director members of the Consortium. The executive
committee shall meet no less frequently than two (2) times during each calendar year. A quorum of
the executive committee shall be three (3) members, and the Chair of the Consortium will chair the
executive committee. All meetings of the executive committee shall comply with the requirements
of the Florida Government in the Sunshine Law, as amended from time to time.
21. JURISDICTION, VENUE, WAIVER OF JURY TRIAL: This Agreement shall be interpreted
and construed in accordance with and governed by the laws of the state of Florida. Jurisdiction of
any controversies or legal problems arising out of this Agreement, and any action involving the
enforcement or interpretation of any rights hereunder, shall be in an appropriate state court pursuant
to State law. Venue for any actions, claims, and litigation shall be in either Broward County,
Martin County, Miami -Dade County, Monroe County or Palm Beach County.
22. 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 approved by each of the respective governing boards of directors,
and Board of County Commissioners for those Parties that are wholly public agencies, and executed
by the authorized representatives of each of the Parties hereto.
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23. PRIOR AGREEMENTS: This document represents the final and complete understanding of the
Parties and incorporates or supersedes all prior negotiations, correspondence, conversations,
agreements, and understandings applicable to the matters contained herein. The Parties agree that
there is no commitment, agreement, or understanding concerning the subject matter of this
Agreement that is not contained in this written document. Accordingly, the Parties agree that no
deviation from the terms hereof shall be predicated upon any prior representation or agreement,
whether oral or written.
24. INDEMNIFICATION AND HOLD HARMLESS: Subject to Florida's laws as may be amended
from time to time, the Parties shall indemnify and hold harmless each Party, its officers, employees,
agents and instrumentalities from any and all liability, losses or damages, including attorney's fees
and costs of defense, which the Party or its officers, employees, agents or instrumentalities incur as
a result of the negligent performance of the Agreement by the Party found to be at fault or its
employees, agents, servants, partners, principals or subcontractors. This indemnification shall only
be to the extent and within the limitations of Section 768.28 Florida Statutes and as may be
amended from time to time, including the provisions of the Statute whereby the Party shall not be
held liable to pay a personal injury or property damage claim or judgment by any one person which
exceeds the sum stated in the mentioned statute section, or any claim or judgment or portions
thereof, which when totaled with all other claims or judgments paid by the Party arising out of the
same incident or occurrence, exceed the sum stated in the mentioned statute section from any and
all personal injury or property damage claims, liabilities, losses or causes of action which may arise
as a result of the negligence of the Party.
The Parties hereto acknowledge that Broward County, Martin County, Miami -Dade County,
Monroe County and Palm Beach County are self - insured governmental entities that are subject to
the limitations of Section 768.28, Florida Statutes and as may be amended from time to time. Each
of these entities agrees that it has instituted and maintains a fiscally sound and prudent risk
management program with regard to its obligations under this Agreement in accordance with the
provisions of Section 768.28 Florida Statutes, as may be amended from time to time, including
Worker's Compensation in accordance with Chapter 440, Florida Statutes, as may be amended from
time to time, including Employer's liability with a minimum of $100,000.
25. AUDIT RIGHT AND RETENTION OF RECORDS: Each Party shall have the right to audit the
books, records, and accounts of the Consortium and the appropriate designated fiscal and/or
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administrative agent(s) that are related to this Agreement. The Consortium and the appropriate
designated fiscal and /or administrative agent(s) shall keep such books, records, and accounts as may
be necessary in order to record complete and correct entries related to the Agreement. All books,
records, and accounts of the Consortium (and the appropriate designated fiscal and /or administrative
agent(s) related to this Agreement) shall be kept in written form, or in a form capable of conversion
into written form within a reasonable time, and upon request to do so, the Consortium and the
appropriate designated fiscal and/or administrative agent(s) shall make same available at no cost to
any of the Parties in written form within a reasonable time of any such request.
The Consortium and the appropriate designated fiscal and /or administrative agent(s) shall preserve
and make available, at reasonable times for examination and audit by any of the Parties, all financial
records, supporting documents, statistical records, and any other documents pertinent to this
Agreement for the required retention period of the Florida Public Records Act (Chapter 119, Fla.
Stat., as amended from time to time), if applicable, or, if the Florida Public Records Act is not
applicable, for a minimum period of three (3) years after complete termination of this Agreement.
If any audit has been initiated and audit findings have not been resolved at the end of the retention
period or such three (3) year period, whichever is longer, the books, records, and accounts shall be
retained until resolution of the audit findings. The Consortium and the appropriate designated fiscal
and/or administrative agent(s) shall comply with all requirements of the Florida Public Records Act;
however, no confidentiality or non - disclosure requirement of either federal or state law shall be
violated by the Consortium and the appropriate designated fiscal and /or administrative agent(s).
Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for each
Party's (excluding the appropriate designated fiscal and/or administrative agent(s)'s) disallowance
and recovery of any payment related to such entry.
26. COMPLIANCE WITH LAWS: Each Party shall comply with all applicable federal, state, and
local laws, codes, ordinances, rules, and regulations, as may be amended from time to time, in
performing its duties, responsibilities, and obligations pursuant to this Agreement.
27. INCORPORATION BY REFERENCE: The truth and accuracy of each "Whereas" clause set
forth above are acknowledged by the Parties.
28. REPRESENTATION OF AUTHORITY: Each individual executing this Agreement on behalf of
a Party hereto does hereby represent and warrant that he or she is, on the date he or she signs this
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Agreement, duly authorized by all necessary and appropriate action to execute this Agreement on
behalf of such Party.
29. MULTIPLE ORIGINALS: Multiple copies of this Agreement may be executed by all parties,
each of which, bearing original signatures, shall have the force and effect of an original document.
30. NOTICES: Whenever any Party desires to give notice to the other Part(ies), such notice must be in
writing, sent by certified United States Mail, return receipt requested, or by hand delivery with a
request for a written receipt of acknowledgment of delivery, addressed to the party for whom it is
intended at the place last specified, and simultaneously addressed and similarly transmitted to the
designated fiscal and administrative agent(s) for the Consortium at the place(s) last specified. The
place for giving notice shall remain the same as set forth herein until changed in writing in the
manner provided in this section. For the present, the Parties designate the following:
FOR BROWARD COUNTY
Ms. May Becht, Director
Broward Cultural Division
100 S. Andrews Avenue, 6 Floor
Fort Lauderdale, Florida 33301
FOR MARTIN COUNTY
Ms. Nancy Turrell, Director
Arts Council of Stuart and Martin County
80 East Ocean Boulevard
Stuart, Florida 34994 -2234
FOR MIAMI -DADE COUNTY
Mr. Michael Spring, Director
Miami -Dade County Department of Cultural Affairs
111 NW First Street, Suite 4625
Miami, Florida 33128
FOR MONROE COUNTY:
Ms. Elizabeth Young, Director
Florida Keys Council of the Ails
1100 Simonton Street
Key West, Florida 33040
FOR PALM BEACH COUNTY
Ms. Rena Blades, President & CEO
Palm Beach County Cultural Council
1555 Palm Beach Lakes Blvd., #300
West Palm Beach, Florida 33401
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Each party may change the name, title, and addresses of its representatives named in Paragraph 30
herein using the notices and procedures stated in Paragraph 30 herein.
31. MISCELLANEOUS:
31.1 DOCUMENTS RETENTION: Any and all reports, photographs, surveys, and other
data and documents provided or created in connection with this Agreement are and shall
remain the custodial responsibility of the appropriate designated fiscal and/or
administrative agent on behalf of the Consortium. In the event of termination of this
Agreement by any Party, copies of any reports, photographs, surveys, and other data and
documents prepared by any of the Parties hereto, whether finished or unfinished, shall be
delivered by such Part(ies) to the appropriate designated fiscal and/or administrative
agent within seven (7) calendar days after termination of this Agreement. Such records
shall be maintained in a readily accessible location for a period of at least three (3) years,
and not more than five (5) years after complete termination of this Agreement, unless a
longer period of time is required by law. Any compensation or payment due to any such
terminating Party shall be withheld until all documents are received by the appropriate
designated fiscal and /or administrative agent as provided herein.
31.2 INDEPENDENT CONTRACTOR: Each Party is an independent contractor under this
Agreement. Services provided by each Party pursuant to this Agreement shall be subject
to the supervision of that Party. In providing such services, none of the Parties or its
agents shall act as officers, employees, or agents of the other Part(ies). No partnership,
joint venture, or other joint relationship is created hereby. Each Party does not extend to
the other Part(ies) or such Part(ies)'s agents any authority of any kind to bind the other
Part(ies) in any respect whatsoever. The Miami -Dade County Attorney and the fiscal
and/or administrative agent(s) are only authorized to act on behalf of the Consortium as a
separate legal entity, except as otherwise specifically authorized.
31.3 THIRD PARTY BENEFICIARIES: None of the Part(ies) intends to directly or
substantially benefit a third parry by this Agreement. Therefore, the Parties agree 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 of them based upon this Agreement.
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31.4 ASSIGNMENT AND PERFORMANCE: Neither this Agreement nor any interest
herein shall be assigned, transferred, or encumbered by any Party. In addition, any
responsible Party shall not subcontract any portion of the work required by this
Agreement, except as authorized by this Agreement.
31.4.1 Each Party represents that each person who will render services on that Party's
behalf pursuant to this Agreement is duly qualified to perform such services by all
appropriate governmental authorities, where required, and that such person is
reasonably experienced and skilled in the area(s) for which he or she will render
his or her services.
31.4.2 Each Party shall perform its duties, obligations, and services under this
Agreement in a skillful and respectable manner. The quality of each Party's
performance and all products and services provided to, or on behalf of, the other
Parties shall be comparable to the best local and national standards.
31.5 MATERIALITY AND WAIVER OF BREACH: Each Party agrees that each
requirement, duty, and obligation set forth herein is substantial and important to the
formation of this Agreement and, therefore, is a material term hereof.
Any Party's failure to enforce any provision of this Agreement shall not be deemed a
waiver of such provision or modification of this Agreement by such Party. 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.
31.6 SEVERANCE: In the event a portion of this Agreement is found by a court of
competent jurisdiction to be invalid, the remaining provisions shall continue to be
effective unless any of the Parties elects, in writing, to terminate this Agreement. An
election to terminate this Agreement based upon this provision shall be made within
seven (7) calendar days after the finding by the court becomes final.
31.7 JOINT PREPARATION: Each Party acknowledges and agrees that it has sought and
received whatever competent advice and counsel necessary for it to form a full and
complete understanding of all rights and obligations herein and that the preparation of
this Agreement has been the joint effort of each Party. The language agreed to expresses
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the mutual intent of all Parties and the resulting document shall not, solely as a matter of
judicial construction, be construed more severely against any one of the Parties relative to
any of the others.
31.8 PRIORITY OF PROVISIONS: If there is a conflict or inconsistency between any
term, statement, requirement, or provision of any exhibit attached hereto, any document
or events referred to herein, or any document incorporated into this Agreement by
reference and a term, statement, requirement, or provision of Articles 1 through 31 of this
Agreement, the term, statement, requirement, or provision contained in Articles 1 through
31 shall prevail and be given effect.
31.9 CONFLICTS: None of the Parties, nor any of their employees shall have or hold any
continuing or frequently recurring employment or contractual relationship that is
substantially antagonistic or incompatible with such Party's loyal and conscientious
exercise of judgment and care related to its performance under this Agreement.
31.9.1 Each Party further agrees that none of its officers or employees shall, during the
term of this Agreement, serve as an expert witness against the other Parties in any
legal or administrative proceeding related to the Consortium, its activities or the
performance of Consortium services, in which he, she, or such Party is not a
party, unless compelled by court process. Further, each Party agrees that such
persons shall not give sworn testimony or issue a report or writing, as an
expression of his or her expert opinion, which is adverse or prejudicial to the
interests of any of the other Parties in connection with any such pending or
threatened legal or administrative proceeding related to the Consortium, its
activities or the performance of Consortium services, unless compelled by court
process. The limitations of this section shall not preclude any Party or any
persons in anyway from representing themselves as individuals, including giving
expert testimony in support thereof, in any action or in any administrative or legal
proceeding related or unrelated to the Consortium, its activities or the
performance of Consortium services.
31.9.2 In the event any of the Parties is permitted pursuant to this Agreement to utilize
subcontractors to perform any services required by this Agreement, such Party
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agrees to require such subcontractors, by written contract, to comply with the
provisions of this section to the same extent as such Party.
31.10 NO INTEREST: Unless required by any of the Parties' Ordinances or applicable laws,
any funds that are the subject of a dispute regarding this Agreement that are not paid by
the appropriate designated fiscal and/or administrative agent to the appropriate Party
when claimed to be due shall not be subject to interest during the period of such dispute.
All requirements inconsistent with this provision are hereby waived by each Party.
(The remainder of this page is intentionally left blank.)
Page 14 of 16
INTERLOCAL AGREEMENT AMONG BROWARD COUNTY, MARTIN COUNTY, MIAMI -
DADE COUNTY, MONROE COUNTY AND PALM BEACH COUNTY RELATING TO THE
SOUTH FLORIDA CULTURAL CONSORTIUM:
ATTEST:
BROWARD COUNTY, by and through its
ifi BOARD OF CO SIO S
G C.. .. 3
. s �o �%
? • CREATED Mayor
- w ;0
OCT 1st Q�:
0 -- ',� 915 �>3 the 3 � d day of , 20 A
Ex- Officio Clerk of the Broward'E�ounry�,cOUft
Board of County Commissioners
(SEAL)
"' MARTIN COUNTY, FLORIDA, BY ITS
'11;2111� LAI
Caro!tin'T mmann, Clerk of the
Circuit Corn•t & Conipt,rollur
(SEAL)
BOARD OF COUNTY COMMISSIONERS
BY
Anne Scott,
On the [(o_ day of qo4 , 20
MIAMI -DADE COUNTY, FLORIDA, BY ITS
BOARD OF COUNTY COMMISSIONERS
On the VT_ day of 4Qk kIW , 20
BY
Clerk of the f3Zrard If unty Commianexs Mayor
Miami -Dade County, Florida
(SEAL)
r
MONRO OUNTY, F ORIDA, BY ITS
RIVIY HEAVILIN, Clerk
Clerk, Monroe County Commission
(SEAL)
Sharon R. Bock; Clerk & Comptroller
Palm Beachgour4 �
Clerk. Palm
(SEAL) DeputyVte;x6 -'
np8 .... .
BOA F COUNTY MISSIO RS
BY R
Mayor
On the lam' day of UA-e , 20
R2011 08 34
PALMPFACH COUNTY, FLORIDA, BY ITS
BOARL'OF COUNTY COMMISSIONERS
/ Ch�ir1 Karen T Marcus
On the day o 4 UN 0 7 2 011 , 20
Page 15 of 16
Approved for form and legal sufficiency:
Martin County Attorney
Monroe County Attorney
MONROE COUNTY ATTORNEY
"ROVED AST FORM:
NATI�EENE W. CASSEL
ASSISTANT
Date 6 COUNTY ATTORNEY
a i - �i
,�,�,�. Cos - �8• ��
Broward County Attorney's Office: 51(
Assists Cp}mX AgWey
Miami -Dade County Attorney
P
Palm Beach Coun ttorney
Ris
ision
Jacqueline A. Binns
Risk insurance and
Contracts Manager
Page 16 of 16
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Resolution 2014 -305
A RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF BROWARD COUNTY, FLORIDA,
APPROVING AN INTERLOCAL AGREEMENT AMONG
BROWARD, MARTIN, MIAMI -DADE, MONROE, AND PALM
BEACH COUNTIES TO CONTINUE PARTICIPATION IN
THE SOUTH FLORIDA CULTURAL CONSORTIUM;
PROVIDING PROCEDURES AND LIMITATIONS FOR ANY
FINANCIAL OBLIGATIONS PERTAINING THERETO; AND
PROVIDING FOR SEVERABILITY AND AN EFFECTIVE
DATE.
WHEREAS, on March 26, 1985, the Board of County Commissioners of Broward
County, Florida ('Board "), approved an Interlocal Agreement providing for the creation
of the South Florida Cultural Consortium ( "SFCC "); and
WHEREAS, the current members in the SFCC include Broward County, Martin
County, Miami -Dade County, Monroe County, and Palm Beach County; and
WHEREAS, the members of the SFCC desire to continue their joint participation
in the SFCC to develop, coordinate, and promote the arts across county lines; and
WHEREAS, the prior agreement governing the SFCC has been revised by a
proposed Interlocal Agreement among Broward County, Martin County, Miami -Dade
County, Monroe County, and Palm Beach County relating to the South Florida Cultural
Consortium ( "Agreement "), which is being approved by each of the members of the
SFCC and has been submitted to the Board for approval; and
WHEREAS, the Board desires to establish the funding responsibilities of the
County so that the funding of the SFCC due from Broward County shall be limited for
each fiscal year to the applicable line item(s) of the budget approved by the Board,
NOW, THEREFORE,
f
1 BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
2 BROWARD COUNTY, FLORIDA:
3
4 Section 1. The Board hereby approves execution of the proposed Agreement
5 on terms consistent with this Resolution.
6
7 Section 2. Broward County's funding of the SFCC shall be limited to the line
8 item(s) approved by the Board for contribution to the SFCC for the applicable fiscal
9 year. In no event shall any financial obligation of Broward County to the SFCC for any
10 fiscal year exceed the amount stated in the budget approved by the Board for the
11 applicable fiscal year, unless the specific project or financial obligation that extends
12 beyond a single fiscal year is expressly approved by the Board subsequent to the
13 County's approval of the Agreement.
14
15 Section 3. SEVERABILITY
16 If any portion of this Resolution is determined by any Court to be invalid, the
17 invalid portion shall be stricken, and such striking shall not affect the validity of the
18 remainder of this Resolution. If any Court determines that this Resolution, or any
19 portion hereof, cannot be legally applied to any individual(s), group(s), entity(ies),
20 property(ies), or circumstance(s), such determination shall not affect the applicability
21 hereof to any other individual, group, entity, property, or circumstance.
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1 Section 4. EFFECTIVE DATE
2 This Resolution shall become effective upon adoption.
3
4 ADOPTED this day of:��:
5
6
7 Approved as to form and legal sufficiency:
8 Joni Armstrong Coffey, County Attorney
9
10 By /s/ Andrea S. Froome 05/29/14
Andrea S. Froome (date)
11 Senior Assistant County Attorney
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5/29/14
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SFCC Interlocal Resolution
#14- 110.00
, 2014..E c �
3
STATE OF FLORIDA )
) SS
COUNTY OF BROWARD )
I, Bertha Henry, County Administrator, in and for Broward County, Florida,
and Ex- Officio Clerk of the Board of County Commissioners of said County, DO
HEREBY CERTIFY that the above and foregoing is a true and correct copy of
Resolution 2014 -305 as the same appears of record in the minutes of a said meeting of
Board of County Commissioners held on the 3 day of June, 2014. Item 64.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal
dated this 5 day of June, 2014.
. TED '
?� ;• CREA _
p OCT 1st
c� . 1915
• ° court.
BERTHA HENRY
COUNTY ADMINISTRATOR
By A0AQ0M'V— F " ,
D puty Cl rk
(SEAL)