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THE INTERGOVERNMENTAL COOPERATIVE AGREEMENT
(PRM -HT)
A CONTRACT AND BY -LAWS
FOR
PUBLIC RISK MANAGEMENT OF FLORIDA HEALTH TRUST
AS AMENDED AND RESTATED THROUGH OCTOBER 15, 2004
THE INTERGOVERNMENTAL COOPERATIVE AGREEMENT
(A CONTRACT AND BY -LAWS FOR
PUBLIC RISK MANAGEMENT OF FLORIDA HEALTH TRUST)
(PRM -HT)
INDEX
ARTICLE DESCRIPTION PAGE
Article 1 Name 1
Article 2 Definitions and Purpose 1
Article 3 Power and Duties 2
Article 4 Participation and Term 3
Article 5 Commencement of the Pool 4
Article 6 Board of Directors of the Pool 4
Article 7 Board of Directors Meetings 7
Article 8 Pool Officers 7
Article 9 Finances and Health Trust Pool 9
Article 10 Excess Insurance 11
Article 11 Obligations of Members 11
Article 12 Liability of Board of Directors or 12
Officers of the Pool
Article 13 Additional Insurance 13
Article 14 Coverage Indemnity Dispute Resolution 13
Article 15 Contractual Obligation 13
Article 16 Expulsion or Termination of Members 14
Article 17 Termination of the Pool 14
Article 18 Constitutional Officers 15
ARTICLES OF ASSOCIATION
AND BY -LAWS
OF
PUBLIC RISK MANAGEMENT OF FLORIDA HEALTH TRUST
(PRM -HT)
BE IT KNOWN THAT:
The below named local government unit or units of the State of Florida for the purpose of
forming a risk management and self insurance association pursuant to the terms of section
112.08, Florida Statutes, do bind themselves contractually to and adopt these Articles of
Association and By -Laws.
Article 1 Name
1.1 Name. The name of this association shall be Public Risk Management of Florida
Health Trust, referred to hereinafter as "the Pool
Article 2 Definitions and Purpose
2.1. Definitions. As used in this agreement, the following terms shall have the
meaning hereinafter set out:
"Premium Payments The amount each Member must pay to fully fund the fixed
costs of the full operation of the Pool including reinsurance, administrative and claims
costs..
"Aggregate Excess Insurance Stop Loss Insurance purchased by the Pool from
insurance companies and /or Lloyd's of London, or other similar entities, approved by the
Board of Directors, or any committee appointed by the Board for such purpose, to protect
the Pool from an accumulation of losses in any policy year.
"Fiscal Year The Fiscal Year of the Pool shall begin on October 1 and end on
September 30
"Self- Funded A program in which Members agree to fully fund the operations
of the Health Trust Pool.
"Members The local governmental units, as defined by section 112.08, Florida
Statutes, which initially or later enter into the intergovernmental association established
by this Intergovernmental Agreement.
"Health Trust Pool A fund of public monies established by the Pool to jointly
self insure and self -fund health coverages and any other appropriate coverage lines
approved by the Board of Directors.
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"Specific Excess Insurance Insurance purchased by the Pool from insurance
companies and/or Lloyd's of London, approved by the Board of Directors, or any
committee appointed by the Board for such purpose, that provides catastrophe coverage
up to the limit(s) chosen by the Pool.
2.2. Purpose: The Pool is a cooperative consortium voluntarily established by
Members as set forth in section 112.08, Florida Statutes, for the purpose of providing health
coverage to its Members and their employees and to carry out and effect the agreed upon
functions and purposes of this Intergovernmental Agreement as stated herein.
It is the intent of the Members of this Pool to create an entity, which will administer a
Health Trust Pool and utilize such funds to provide the benefits described herein, in accordance
with this Intergovernmental Agreement. This Agreement shall constitute the substance of a
contract among the Members.
All funds contained within the Health Trust Pool are funds directly derived from its
Members who are local governmental units of the State of Florida. It is the intent of the
Members in entering into this Intergovernmental 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 shall not waive, on behalf of any Member or such Member's
employees as defined in Florida Statutes Section 768.28, any defenses or immunities therein
provided, or provided by the laws of the State of Florida. The Pool and the Members of this Pool
intend to effect no waiver of sovereign immunities through their use of public funds retained
within the Health Trust Pool. Such funds being utilized to protect against risks in accordance
with Florida Statutes Section 768.28 are not intended to constitute the existence, issuance or
purchase of a policy for insurance. This Intergovernmental Agreement is not to be considered
such as would cause this Pool to be treated as an "insurer" within the meaning of any legislation
giving risk to liability or applicability to "insurer for damages, costs, fees or expenses, etc.,
under Florida Statutes Sections 624.155, 626.9541, 626.9561, 627.426, 627.428, or other statutes
applicable to Public Entity Self Insurance in the State of Florida.
2.3 Non- Assessable: Public Risk Management of Florida Health Trust is a non-
assessable pool.
Article 3 Power and Duties
3.1. Powers: The powers of the Pool to perform and accomplish the functions and
purposes set forth herein, within the budgetary limits and procedures set forth in this
Intergovernmental Agreement, shall be as follows:
3.1.1. To establish By -Laws and Amendments to By -Laws, and operational
procedures governing the operations of the Pool which are consistent with this
Intergovernmental Agreement and in accordance with section 112.08, Florida Statutes,
and to not waive any sovereign immunity not waived statutorily under Florida Law, and
to expressly negate any past, present, or future waiver of sovereign immunity under
Florida Statutes, and to continue to negate any waiver of sovereign immunity for
discretionary and planning functions of government.
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3.1.2. To employ agents, employees and independent contractors and approve the
rate of compensation, benefits and/or contracts that apply to Pool employees, Pool
officers and service providers, and to ensure all benefits of applicable Florida Statutes.
3.1.3. To lease real property and to purchase or lease equipment, machinery or
personal property necessary to carry out of the purpose of the Pool.
3.1.4. To carry out educational and other programs relating to health benefits in
managing the Members' Participants' health coverage.
3.1.5. To cause the creation of this Pool and see to the collection of funds for the
continued administration of the Health Trust Pool.
3.1.6. To purchase Aggregate Excess Insurance and Specific Excess Insurance to
supplement the Health Trust Pool without such being a waiver of sovereign immunity
under Florida Law.
3.1.7. To provide utilization review and other services to insure the delivery of
appropriate health coverage.
3.1.8. To negate, pursuant to Florida Statutes, any implication of a waiver of
sovereign immunity, and to negate any waiver of sovereign immunity other than to the
extent required under Florida Statutes Section 768.28.
3.1.9. 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 the Pool.
3.1.10. To sue or be sued as a separate legal entity.
3.1.11. To expel or terminate Members in accordance with the requirements of
these By -Laws for non payment.
Article 4 Participation and Term
4.1. Term: The initial term of the Pool was from 12:01 a.m. on October 1, 1989, to
12:01 a.m. September 30, 1991. After the initial two (2) year term of the Pool, the term was and
shall automatically be renewed for additional terms of one (1) year each. Provided, however, the
Members may, through the manner provided in Section 6.9.4., terminate the Pool as of the end of
the initial or any additional term during which such action is taken.
4.2. Notice of Withdrawal: So long as the Pool shall continue in existence, any
current or new Member joining the Pool shall remain a Member for at least two years from the
date coverage began. The amounts charged in establishing the rates for all of the Member's
covered employees and dependents will be guaranteed for the first twelve (12) months of the
new Member's initial term.
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Any Member's withdrawal from the Pool must occur at the end of the Fiscal Year upon serving
on the Pool by mail, fax or hand delivery at least one year's prior written notice. Such notice
shall be addressed to the Executive Director of the Pool and shall be accompanied by a resolution
of the governing body of the Member electing to withdraw from the Pool. Provided, however,
any Member who serves written notice of its intent to withdraw from the Pool more than once
during any three (3) year period may be required, at the option of the Board of Directors, to
withdraw from the Pool on the second such notice.
4.3. Actual Withdrawal /Required Withdrawal. Any Member who has served the
Executive Director with prior written notice of its intent to withdraw at least one (1) year prior to
the beginning of the Fiscal Year for which the notice to withdraw is applicable, shall serve in
writing to the Executive Director, by mail, fax or hand delivery on or before August 15 prior to
the beginning of such Fiscal Year, a verification as to whether the Member intends to actually
withdraw from the Pool at the end of the current Fiscal Year. Failure to serve such verification
on or before August 15 prior to the beginning of the Fiscal Year for which notice of intent to
withdraw is applied, shall be deemed a revocation of the prior notice of intent to withdraw; thus,
binding the Member to the Pool for the ensuing Fiscal Year. As noted in paragraph 4.2 above,
however, any Member who serves written notice of its intent to withdraw from the Pool more
than once during any three (3) year period may be required, at the option of the Board of
Directors, to withdraw from the Pool on the second such notice. An action to expel a Member in
this manner shall be taken by the Board of Directors prior to August 1 of the current Fiscal Year
in the manner described in Article 16 hereafter. Upon a Member's withdrawal, the Pool shall be
responsible for the payment of claims for covered services rendered to the Member's employees
and dependents incurred during the time period prior to the withdrawal; however, the withdrawn
Member shall be responsible for payment of reasonable administrative charges, as determined by
the Board, through the period during which claims may be paid.
4.4. Admission of New Members: The Executive Director and Board of Directors
shall establish and periodically review standards and the approval process for the admission of
new Members. Upon approval of these standards and of the approval process for admission by
the Board of Directors, the Pool's Executive Director may grant or deny admission to proposed
new Members.
Article 5 Commencement of the Pool
5.1. Commencement Date: The Pool commenced operations on October 1, 1989.
Article 6 Board of Directors of the Pool
6.1. The Board: There is hereby established a Board of Directors (sometimes
hereinafter referred to as the "Board of the Pool. Each Member shall appoint one (1) person to
represent that body (the "Representative on the Board of Directors 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 in writing
by the governing body of the Member and a copy of the written appointment shall be provided to
the Executive Director of the Pool. Once such appointments are made known to the Pool, the
persons appointed shall remain in office until the Pool receives evidence in writing of the
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appointment of other persons by the Member's governing body. The Representative and
Alternate selected must be an employee, an appointed official or elected official of the entity.
6.2. The Chairman and Vice Chairman: The Board of Directors shall, commencing
the 2003 Fiscal Year, select a Chairman for a three year term. Thereafter, and commencing the
2006 Fiscal Year, the Board of Directors shall, for all subsequent years, bi- annually select a
Chairman to serve a two year term. The term of office for the Chairman shall begin on the 1 st
day of a Fiscal Year and expire on the last day of a Fiscal Year. The Chairman shall preside at
all meetings of the Board. The Chairman shall vote on all matters that come before the Board.
The Chairman shall have such other powers as he may be given from time to time by action of
the Board.
The Board of Directors shall, bi- annually select a Vice Chairman during the final quarter
of each two -year term to serve during the subsequent two -year term. The term of office for the
Vice Chairman shall begin on the first day of a Fiscal Year and expire on the last day of a Fiscal
Year. The Vice Chairman shall carry out all duties of the Chairman of the Board during the
absence or inability of the Chairman to perform such duties and shall carry out such other
functions as are assigned from time to time by the Chairman or the Board of Directors. The
Board of Directors may from time to time appoint other officers of the Board.
6.3. Board Responsibilities. The Board of Directors shall have the responsibility for: (1)
hiring of Pool officers, agents, non clerical employees and independent contractors; (2) setting of
compensation for all persons, firms and corporations employed by the Pool; (3) approval of
amendments to the Intergovernmental Agreement; (4) approval of the acceptance of new
Members and expulsion of Members, except that the approval may be delegated to the Executive
Director under Article 4.4. above, or by such procedures as are contained in the motion making
delegation; (5) approval and amendment of the annual budget of the Pool; (6) approval of the
operational procedures developed by the Executive Director; (7) approval of Premium Payments
to the Health Trust Pool for each Member; (8) monitoring the financial condition of the Pool; and
(9) termination of the Pool in accordance with this Intergovernmental Agreement.
6.4. Voting: Each Member shall be entitled to one (1) vote on the Board of Directors.
Such vote may be cast only by the Representative of the Member or in the Representative's
absence by the Alternate. No proxy votes or absentee votes shall be permitted. Voting shall be
conducted by show of hands or any method established by the Board that is consistent with
Florida law. A simple majority vote of those Representatives present shall be required to pass on
any motion. On such matters, the Chairman and the Executive Director of the Pool shall cause
each Member's Representative and Alternate to receive the proposed ballot which will include at
a minimum the text of the motion to be voted upon and the purpose of such motion. Only the
Representative or the Alternate may vote on such ballots (not both). If both the Alternate and
Representative submit ballots, only the Representative's ballot will be counted. Favorable votes
by a majority of the Members' Representatives (or Alternates in their absence) entitled to vote
shall pass any action unless an action is taken which is subject to 6.9 below, in which case
passage will be based on the required number of votes as if each Member's Representative or
Alternate was present at a regular or special meeting called to decide such question.
6.5 Representatives: The Representative selected by the Member shall serve until a
successor has been selected or the Member has withdrawn from the Pool. The Representative
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chosen by the Member may be removed at any time by the vote of the Member's governing
body. In the event that a vacancy occurs in the position of Representative or Alternate selected
by the governing body of a Member, that body shall appoint a successor in writing within 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 Intergovernmental Agreement.
6.6. The Executive Committee and other Committees: The Board of Directors shall
have the power to establish both standing and ad hoc committees to further the functions and
purpose of this Pool. Unless the Board of Directors establishes some other procedure, the
authority for selection of Representatives or Alternates serving on the Board of Directors who
shall serve on such committees and chair them shall reside with the Chairman of the Board of
Directors. The Chairman of the Board of Directors may appoint non voting and non -paid
persons who are not Members of the Board of Directors to serve on committees of the Pool. The
Board of Directors may establish an Executive Committee. That Executive Committee, if
established, shall consist of the Chairman of the Board, the Vice Chairman of the Board, the
Treasurer and two Representatives elected by the Board, one from the southern area and one
from the northern area of the Pool. The Board of Directors shall, bi- annually select the two
Representatives during the final quarter of each two -year term to serve during the subsequent
two -year term. The term of office for the two Representatives shall begin on the first day of a
Fiscal Year and expire on the last day of a Fiscal Year.
6.7. Operating Rules: The Board of Directors may establish rules governing its own
conduct and procedure not inconsistent with this Intergovernmental Agreement.
6.8. Quorum: A quorum shall consist of a majority of the Representatives (or in their
absence their Alternates) serving on the Board of Directors. Except as provided in Section 6.9
herein, or elsewhere in this Intergovernmental Agreement, a simple majority of a quorum shall
be sufficient to pass upon all matters.
6.9. Super- Majority Voting: A greater vote than a majority of a quorum shall be
required to approve the following matters:
6.9.1. Such matters as the Board of Directors shall establish within its rules as
requiring for passage a vote greater than a majority of a quorum, provided, however, that
such a rule can only be established by a greater than a majority vote at least equal to the
greater than majority vote required by the proposed rule.
6.9.2. The expulsion of a Member shall require two thirds (2/3) vote of all the
Representatives serving on the Board of Directors, except a Member who has not paid
within thirty -one (31) days may be expelled immediately by the Executive Director.
6.9.3. Any amendment of this Intergovernmental Agreement, except as provided
in Subsection 4 below, shall require two thirds (2/3) vote of all the Representatives
serving on the Board of Directors.
6.9.4. The amendment of this Intergovernmental Agreement shall require that
specific written notice of the proposed change be sent by registered or certified mail to
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the governing body of the Member and to the Representative and Alternate of the
Member serving on the Board of Directors, no less than ten (10) days prior to a meeting
at which this matter is proposed and the amendment as proposed or as amended at such
Board meeting must receive the approval of two thirds (2/3) vote of all of the then
current Representatives (or in their absence their Alternates) representing the then
Members of the Pool.
6.10. Compensation of Board of Directors: No Representative or Alternate serving on
the Board of Directors shall receive any salary from the Pool or from any person or entity
providing services to the Pool.
6.11 Conflict of Interest: Representatives and Alternates shall abide by the guidelines
established by the State Ethics Commission in the performance of their duties, particularly as it
applies to conflicts of interest and financial disclosure.
Article 7 Board of Directors Meetings
7.1. Meetings: Regular meetings of the Board of Directors shall be held during the
year as determined by the Board. The tentative times, dates, and locations of regular meetings of
the Board shall be established at the beginning of each Fiscal Year. Any item of business may
be considered at a regular meeting, including the scheduling of future regular meetings. The
Executive Director shall attend all Board meetings and Executive Committee meetings to serve
as an advisor and to report as the administrative officer of the Pool.
7.2. Special Meetings: Special meetings of the Board of Directors may be called by
its Chairman, or by any three Representatives (or in their absence their Alternates). The
Chairman or in his absence, the Vice Chairman, shall give ten (10) days written notice of regular
or special meetings to the Representative and Alternate of each Member and an agenda
specifying the subject of any special meeting shall accompany such notice. Business conducted
at special meetings shall be limited to those items specified in the agenda. The time, date and
location of special meetings of the Board of Directors shall be determined by the Chairman of
the Board of Directors, or in his absence, by the Vice Chairman. Emergency meetings may be
held with less than ten (10) days written notice, if determined necessary by the Chairman or Vice
Chairman, as applicable, and if notice is provided to all Members and their representatives as
early as is reasonably possible.
7.3. Conduct of Meetings: To the extent not contrary to this Intergovernmental
Agreement and except as modified by the Board of Directors, Robert's Rules of Order, latest
edition, shall govern all meetings of the Board of Directors. Minutes of all regular and special
meetings of the Board of Directors shall be sent to all Representatives (or in their absence their
Alternates) serving on the Board of Directors.
Article 8 Pool Officers
8.1. Officers: Officers of the Pool shall consist of an Executive Director, a Treasurer,
a Secretary and such other officers as are established from time to time by the Board of
Directors. All Pool officers shall be appointed by the Board of Directors.
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8.2. Executive Director: The Executive Director shall be the chief administrative
officer of the Pool and shall in general supervise and control the day to day operations of the
Pool and shall carry out the policy and operational procedures of the Pool as established in this
Intergovernmental Agreement and by the Board of Directors. Among the Executive Director's
duties shall be the following:
8.2.1. The Executive Director may sign, with such other person authorized by the
Board of Directors, any instruments which the Board of Directors have authorized to be
executed and, in general, shall perform all duties incident to the office of Executive
Director and such other duties as may be prescribed by the Board of Directors.
8.2.2. The Executive Director shall prepare a proposed annual budget and
proposed Health Trust Pool Premium Payment and shall submit such proposals to the
Members.
8.2.3. The Executive Director shall, where necessary, make recommendations
regarding policy decisions, the creation of other Pool officers and the employment of
agents and independent contractors. At each regular meeting of the Board of Directors
and at such other times, as he shall be required to do so, he shall present a full report of
his activities and the fiscal condition of the Pool.
8.2.4. The Executive Director shall report quarterly to all Members aggregate
information on all claims paid.
8.2.5. The Executive Director shall, within the constraints of the approved or
amended budget, employ all secretarial, clerical and other similar help and expend funds
for administrative expenses.
8.2.6. Audit: The Executive Director shall provide to the Members an annual
audit of the financial affairs of the Pool to be made by a certified public accountant at the
end of each Fiscal Year in accordance with generally accepted auditing principles. The
annual report shall be delivered to the representative of each Member entity.
8.3. Treasurer: The Treasurer shall:
8.3.1. Have charge and custody of and be responsible for all funds and securities
of the Pool; cause to be received and given all receipts for moneys due and payable to the
Pool from any source whatsoever; cause to be deposited all such moneys in the name of
the Pool in such banks, savings and loan associations or other depositories that are
recognized as "Qualified Public Depositories" by the State Chief Financial Officer
operating under Chapter 280 Florida Statutes, as shall be selected by the Executive
Director as directed by the Board of Directors; cause to be invested the funds of the Pool
as are not immediately required in accordance with the written investment policy
established by the Board of Directors; and cause to be maintained the financial books and
records of the Pool.
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8.3.2. In general, perform all duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to that individual by the Board of
Directors. Nothing herein shall prevent the Treasurer from delegating, in writing, the
functions of the office to third parties, whether members of the Board of Directors,
employees of the Pool, or third parties, subject to the approval of the Board of Directors.
However, the Treasurer shall maintain the control and responsibility for the execution of
such functions by such delegates. The Board of Directors shall, commencing the 2003
Fiscal Year, select a Treasurer for a three -year term. Thereafter, and commencing the
2006 Fiscal Year, the Board of Directors shall, for all subsequent years, bi- annually select
a Treasurer to serve a two year term. The term of office for the Treasurer shall begin on
the 1 day of a Fiscal Year and expire on the last day of a Fiscal Year.
8.4 Secretary: The Secretary shall issue notices of all Board meetings, and shall
attend and keep the minutes of same. The Secretary shall have charge of all corporate books,
records and papers; shall be custodian of the corporate seal; and shall keep all written contracts
of the Pool. In general, the Secretary shall perform all duties incident to the office of Secretary
and such other duties as from time to time may be assigned by the Executive Director or the
Board of Directors.
8.5. Third Party Delegations: The Board may select a financial institution or certified
public accountant to carry out some or all of the functions which would otherwise be assigned to
a Treasurer and may select a risk management company, administrator or agent to serve as
claims administrator or to carry out some or all of the functions which would otherwise be
assigned to the Executive Director. The Board may also employ persons or companies as
independent contractors to carry out some or all of the functions of officers of the Pool.
8.6. Officer Vacancies: In the absence of the Executive Director, Treasurer or
Secretary, or in the event of the inability or refusal of such officers to act, the Chairman of the
Board of Directors may perform the duties of the Executive Director, Treasurer or Secretary,
and, when so acting, shall have all of the powers of and be subject to all of the restrictions upon
the Executive Director, Treasurer or Secretary.
Article 9 Finances and Health Trust Pool
9.1. Budget: The Board of Directors shall, by August 1 of the year prior to the start of
each Fiscal Year adopt a final. Failure of the Board of Directors or the Executive Committee to
approve a final budget within the time set forth within this Section shall not relieve the Members
of the obligation to make monthly payments to the Pool.
9.2. Premium Payment Factors: In determining the amount of the Premium Payment
due from each Member, some or all of the following factors may be considered:
9.2.1 Number of employees and the age, sex, and family or dependent coverage
status of the employees who are expected to receive coverage through the
Pool;
9.2.2 Past and prospective experience of the Member;
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9.2.3 Geographic area of the Member, including the expected medical trend in
that geographic area;
9.2.4. Administrative costs associated with providing coverage to the Member
and its employees; and
9.2.5. Any other factor relevant in determining the expected costs of providing
health coverages to the Member's employees;
9.2.6. Determination of Rates: New Members' rates will be determined on an
experience rated basis using claims history, group demographics, and
current plan designs and rates..
First year renewing Members will receive the average increase for the
entire pool.
9.2.7 Overall Pool Renewal: Rates will be calculated by determining the
participating entities combined loss ratios. Claims and fixed costs versus
required premium.
Second year and subsequent renewing Members' rates will be determined
by the pool average, then each Member will be individually underwritten
to develop the group's loss ratio. Should the group's individual loss ratio
be ten percent better than the total pool average, a decrement will be
applied to the final renewal calculation. Should the group's individual
loss ratio be ten percent worse than the pool average, an increment will be
applied to the renewal. These increments and decrements may vary
slightly year -to -year depending on the overall Trust's required premium.
9.3. Budget Amendments: Budgets may be amended at any time by majority vote of a
quorum of the Board, provided, however, such amendments may not require payments, when
added to previous payments by a Member for such Fiscal Year, to exceed such Member's
Premium Payment determined for such year. The forwarding of such payments within a time
specified in notices to the Members giving them not less than thirty -one (31) days to make such
payments shall be of the essence of this contract.
9.4. Retirement Fund Obligations: Members shall be both severally and jointly liable
to the State of Florida Department of Administration, Division of Retirement for any Florida
Retirement Systems' contributions, which are owed by the Pool for Pool employees. Each
member shall be responsible for expenses incurred which are attributable to the years of
membership as outlined in the Intergovernmental Agreement, Article 11.
9.5. Distribution of Surplus: If, for any year during which the Pool was in existence,
all claims known or unknown have either been paid or provision has been made for such
payment, the Board of Directors as then constituted may distribute surplus funds to the Members
who constituted the membership of the Pool in that prior year, after first deducting therefrom
reasonable administrative and other non allocated costs incurred by the Pool in the processing of
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the claims in years other than the one in which the claim was made. The distribution among the
Members shall be in the same proportion to the total as was their Premium Payment for that year
to the Premium Payments of all Members for such year.
Article 10 Excess Insurance
10.1. Specific Excess Insurance: The Pool may purchase Specific Excess Insurance
from underwriters of insurance, insurance companies and /or Lloyd's of London, approved by the
Board of Directors, or any committee appointed by the Board for such purpose, in such amounts
which shall be approved by the Board of Directors. The purchase of Specific Excess Insurance
does not, and is not, intended to waive sovereign immunity under Florida law.
10.2. Aggregate Excess Insurance: The Pool may purchase Aggregate Excess
Insurance from underwriters of insurance, insurance companies and/or Lloyd's of London,
approved by the Board of Directors, or any committee appointed by the Board for such purpose,
in such amounts which shall be approved by the Board of Directors. The purchase of Aggregate
Excess Insurance does not, and is not, intended to waive sovereign immunity under Florida law.
10.3. Losses: The Health Trust Pool (Loss Fund), the Specific Excess Insurance and
Aggregate Excess Insurance shall provide payment for covered losses in any one Fiscal Year for
members up to the limits approved by the Board of Directors. Should losses in any one Fiscal
Year extinguish all available funds provided by the Pool, then the individual Member shall be
responsible for all valid claims of its employees. The Pool shall make payments in the order in
which the claims have been submitted and determined to be valid. In addition, pursuant to
section 112.08(2)(b)7., Florida Statutes, each Member is responsible for payment of valid claims
of its employees that are not paid within 60 days by the Pool. If the Board or the administrator
acting on the Board's behalf has determined that appropriate funds are available, the Member
shall be reimbursed for the payment of such valid claims. Membership in the Pool shall not
preclude any Member from purchasing any insurance coverage above those amounts purchased
by the Pool.
Article 11 Obligations of Members
11.1. Member Obligations: The obligations of Members of the Pool shall be as follows:
11.1.1. To budget for, where necessary, to levy for and to promptly pay all
payments to the Health Trust Pool at such times and in such amounts as shall be
established by the Board of Directors within the scope of this Intergovernmental
Agreement. Any delinquent payments shall be paid with a penalty, which shall be set by
the Board, but such rate shall not exceed the highest interest rate allowed by statute to be
paid by a Florida public agency.
11.1.2. To select, in writing, a Representative to serve on the Board of Directors
and to select an Alternate Representative.
11.1.3. To allow the Pool reasonable access to all records including employee
demographic information and financial records, which relate to the purpose or powers of
the Pool.
11.1.4. To allow attorneys employed by the Pool to represent the Member in
investigation, settlement discussions and all levels of litigation arising out of any dispute
or claim for medical services relating to the purpose or powers of the Pool.
11.1.5. To furnish full cooperation with the Pool attorneys, third party
administrators, the Executive Director and any agent, employee, officer or independent
contractor of the Pool relating to the purpose or powers of the Pool.
11.1.6. To follow in its operations all health education and procedures established
by the Pool within its purpose or powers.
11.1.7. To be solely responsible for payment of all premium or contributions for
group health benefits. Failure to remit contributions or premiums due in accordance with
Article 9 or to provide required information shall be grounds for immediate termination
of coverage and benefits by the Program or Providers.
11.1.8. To notify its employees of group health benefits being provided by the Program
or Providers. Members shall be solely responsible for furnishing all data and information to
Participants required by applicable state or federal law.
Failure of a Member to abide by these requirements shall also be grounds for expulsion
from the Pool.
11.2. Cancellation/Suspension of Coverage: In the event that a Member has made a
material misstatement, non payment, or failed to comply with an underwriting requirement
including misstatements regarding the number or family status of its employees, or the Member's
health experience, the Board of Directors has the authority to rescind, cancel or suspend
coverage. The Member shall be notified of the reason in writing by the Executive Director and
may be given a reasonable time to take corrective measure prior to the Board of Directors'
action.
Article 12 Liability of Board of Directors or Officers of the Pool
12.1. Liability of Directors and Officers: The Representatives (or in their absence their
Alternates) serving on the Board of Directors or officers of the Pool should 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
Pool funds, or failure to invest. No Representative shall be liable for any action taken or omitted
by any other Representative. Representatives shall have the immunities provided by law and in
particular Florida Statutes Section 163.01. The Pool may purchase insurance providing liability
coverage for such Representatives or officers.
Article 13 Additional Insurance Coverage
13.1. Member's Option to Purchase Additional Insurance: The Pool may make
available to Members, optional group health benefits through one or more group health benefit
plans offered by or through insurance, including self insurance, as may be from time to time
approved and endorsed by the Pool.
Article 14 Coverage Indemnity Dispute Resolution
14.1. After having reviewed a claim forwarded to the Pool, the Executive Director,
officer, employee or independent contractor /administrator shall, in writing, be permitted to
decline to provide coverage or indemnification for such claim not believed to be within the scope
of coverage provided by the Pool.
14.2. Any Member may request in writing to the Chairman of the Board of Directors,
that the Board of Directors, at a regular scheduled meeting, take official action to affirm, modify
or reverse a decision that a particular matter is or is not within the scope of coverage provided by
the Pool. The Member shall be provided a full opportunity to explain its position to the Board of
Directors. The Board of Directors, by majority vote, may affirm, modify, reverse, or defer the
matter, subject to any insurance or reinsurance contractual obligations. The decision of the
Board will be final.
Article 15 Contractual Obligation
15.1. Enforcement: This document shall constitute a binding contract among those
public agencies, which become Members of the Pool. The obligations and responsibilities of the
Members set forth herein, including the obligation to take no action inconsistent with this
Intergovernmental Agreement as originally written or validly amended, shall remain a continuing
obligation and responsibility of the Member. The terms of this Intergovernmental Agreement
may be enforced in a court of law by the Pool.
The consideration for the duties herewith imposed upon the Members to take certain
actions and to refrain from certain other actions shall be based upon the mutual promises and
agreements of the Members set forth herein. This Intergovernmental Agreement may be
executed in duplicate originals and its passage by the Member's governing body shall be
evidenced by a certified copy of a resolution passed by the members of the governing body in
accordance with the rules and regulations of such public agency, provided, however, that except
to the extent of the limited financial contributions to the Pool agreed to herein or such additional
obligations as may come about through amendments to this Intergovernmental 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 the Pool to establish an
organization to provide coverage only within the scope herein set out and have not herein created
as between Member and Member any relationship of surety, indemnification or responsibility for
the debts of or claims against any Member.
15.2. Attorneys' Fees: In any legal action between the parties arising out of this
Agreement, any attempts to enforce this Agreement, or any breach of this Agreement, the
prevailing party may recover its expenses of such legal action including, but not limited to, its
13
costs of litigation (whether taxed by the court or not) and its reasonable attorneys' fees (including
fees generated on appeals) from the other party.
Article 16 Expulsion or Termination of Members
16.1. Notice: No Member may be expelled except after notice from the Pool 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.
A decision by the Board to expel a Member after notice and hearing and a failure to cure
the alleged failure shall be final. 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
expelling the Member has been made by the Board of Directors. If the motion to expel the
Member 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.
16.2. Responsibilities of Terminated Member: A former Member shall only continue to
be fully responsible only for its' portion of any obligations incurred but not satisfied during the
period of time they were a Member of the Pool. Such obligations may include, but not be limited
to, premiums, loss fund payments, final audit and administrative fees, etc., owed or unpaid by the
former Member. The former Member shall no longer be entitled to participate or vote on the
Board of Directors. The Pool shall not be responsible for payment of any Terminated Member's
covered employees' or dependents' claims unless the Member has satisfied all such obligations.
Upon satisfaction of the obligations, the covered claims will be treated as if such Member has
withdrawn pursuant to Article 4.3. and the Member shall be responsible for continued
administrative payments as discussed in Article 4.3.
Article 17 Termination of the Pool
17.1. Termination: If, at the conclusion of any term of the Pool, the Board of Directors
votes to discontinue the existence of the Pool in accordance with Article 6.9.4., then the Pool
shall cease its existence at the close of the then current Fiscal Year. Under those circumstances,
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 the Pool. 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
the Pool. The Pool shall continue to be fully responsible and obligated to pay covered claims
and expenses owed by the Pool, which accrued before the Pool's termination. The money used
to pay such covered claims and expenses shall remain with the Pool until such claims are settled
and expenses are paid.
17.2. Distribution of Surplus upon Termination of Pool: Any excess funds remaining in
the Pool after satisfaction of all obligations or assessments shall be distributed to the Members.
Each Member current with the Pool at termination shall receive a proportionate share of the
excess based upon that Member's premiums paid to the Pool during the five -year period
14-
immediately preceding the termination compared to the total amount of premium paid during
that five -year period by all Members current with the Pool at termination. The Pool may make
only partial distributions to the remaining Members in order to assure that all obligations of the
Pool are satisfied. Once all such obligations have been satisfied, the remaining funds shall be
distributed in accordance with the above.
17.3. Deficit: Should the Trust discontinue operations in a deficit position, the
participating Members at termination, will be assessed an amount equal to the group's
percentage of total enrollment.
17.4. Post Termination Responsibilities of Member: After termination of the Pool, the
Member 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 the Pool for such years as they
were Members of the Pool.
Article 18 Constitutional Officers
18.1. Membership: Certain Constitutional Officers of the State of Florida may be
located within the jurisdiction of a Member, and the Member may agree to include such
Constitutional Officer's employees or retirees, their dependents, and others receiving
continuation coverage, in the number of persons to be covered under the health coverage
program discussed in these By -Laws and established by the PRM Health Trust. If such
Constitutional Officer agrees to enroll in the coverage program, it must irrevocably agree in
writing to be bound by all of PRM Health Trust's rules and regulations, as may be amended from
time to time.
In witness whereof, this agreement has been executed by the
Entity: City of Okeechobee
The approval of the foregoing agreement was passed by the Entity:
City of Okeechobee on the
day of 20 l0 and attached hereto, I do hereby execute
does hereby attest to my signature as evidence that the
City Council for the City of Okeechobee
15th
and the
ATTEST:
City Clerk
has
approved and hereby becomes a bound signatory member of the "Intergovernmental Cooperative
Agreement" for Public Risk Management of Florida Health Trust, a copy of which is attached
hereto, and which is pursuant to Florida Statutes Section 112.08, which commenced its term on
October 1, 1989.
.Tema
Lane Gamiotea, City Clerk
This 15th day of June 20 10.
erson of Board, or Council
mes E. Kirk, Mayor
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Chairperson, Public Risk
Management of Florida Health Trust