PRM_Contract & By Laws_Amended & Restated thru 1999/08/13THE INTERGOVERNMENTAL COOPERATIVE AGREEMENT
(A CONTRACT AND BY -LAWS FOR
PUBLIC RISK MANAGEMENT OF FLORIDA)
(PRM)
AS AMENDED AND RESTATED THROUGH AUGUST 13, 1999
THE INTERGOVERNMENTAL COOPERATIVE AGREEMENT
(A CONTRACT AND BY -LAWS FOR
PUBLIC RISK MANAGEMENT OF FLORIDA)
(PRM)
INDEX
PAGE
1 Article 1 Name and Duration
1 Article 2 Definitions and Purpose
4 Article 3 Power and Duties
5 Article 4 Participation and Term
6 Article 5 Commencement of the Pool
6 Article 6 Board of Directors of the Pool
9 Article 7 Board of Directors Meetings
9 Article 8 Pool Officers
11 Article 9 Finances and Risk Management Pool
13 Article 10 Excess Insurance
14 Article 11 Obligations of Members
15 Article 12 Liability of Board of Directors or Officers of the Pool
15 Article 13 Additional Insurance
16 Article 14 Settlements
16 Article 15 Contractual Obligation
17 Article 16 Expulsion or Termination of Members
18 Article 17 Special Provisions for Deferred Funding
18 Article 18 Termination of Pool
ARTICLES OF ASSOCIATION
AND BY -LAWS OF
PUBLIC RISK MANAGEMENT OF FLORIDA
(PRM)
BE IT KNOWN THAT:
The below named public agency or agencies tio pursuant to
State
n Florida
terms of
of forming a risk management and self-insurance association
Florida Statutes Sections 768.28(15)(a), 440.57,
and 163.01, Florida Interlocal Cooperation
Act of 1969, do bind themselves contractually to and adopt these Articles of Association
and By -Laws.
Article 1 Name and Duration
1.1 Name. The name of this association shall be Public Risk Management of
Florida, 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:
"Annual Payments" The amount each Member must annually pay to fully fund the
costs of the full operation of the Pool.
Aggregate Excess Insurance" Stop Loss Insurance purchased by the Pool b f from
the
insurance companies and/or Lloyd's of London, nted b or
the similar
entities, approved
purpose, to protect
Board of Directors, or any committee app y
the Pool from an accumulation policy year should the "Loss Fund" be
exhausted. Once the "Aggregate s
g ate E xcesslnsuran e" is triggered, any further losses within
the "Self Insured Retention" will be paid by this coverage.
Fiscal Year The fiscal year of the Pool shall begin on October 1s and end on
September 30
"Joint Self- Insurance" or "Self- Funded" A self-insurance fully fund the operations of the Risk
which Members agree to annual payments to y
Management Pool.
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"Loss Fund" The fund established to pay claims occurring within the "Self Insured
Retention." The "Loss Fund" represents the maximum amount for which the Pool is
exposed in a single fiscal period.
"Maintenance Deductible" The amount paid by the "Member" before the loss is
paid by the "Self Insured Retention." This is a nominal amount designed to protect the
"Loss Fund" from small claims. The "Maintenance Deductible" applies only to property,
automobile physical damage and crime losses."
"Members" The public agencies of the State of Florida which initially or later enter
into the intergovernmental association established by this Intergovernmental Agreement.
"Multi -Loss Coverage" This multiple loss protection limits a loss involving more
than one line of coverage from one occurrence (i.e. property, liability, workers'
compensation) to one "Self Insured Retention."
"Pool" Public Risk Management of Florida established pursuant to the Constitution
and the Statutes of the State of Florida by this Intergovernmental 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 the Pool will provide processing of claims, investigation,
defense and settlement within the financial limits of the Pool as established in accordance
with this Intergovernmental Agreement and will tabulate such claims, costs and losses.
"Risk Management Pool" A fund of public monies established by the Pool to jointly
self- insure and self -fund property coverages, general liability, automobile liability,
professional liability, public officials' liability and workers' compensation, and any 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 noninsured 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. The purchase of liability insurance by the Pool or any of its Members is not
intended to, and does not, waive sovereign immunity. Purchase of liability insurance shall
only be pursuant to Florida Statutes, which allow for the purchase of insurance by the Pool
without the waiver of sovereign immunity by the Pool or any of the Pool's Members and is
not pursuant to any other statute of the State of Florida.
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"Self Insured Retention" A layer of assumed risk where the pool self- insures a pre-
determined amount of loss per occurrence.
"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 agency voluntarily established by
Members as set forth in Florida Statutes Sections 163.01, 768.28 and 440.57 for the
purpose of seeking the prevention or lessening 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 this Pool is 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 Risk Management Pool and utilize such funds to defend and protect, in accordance with
this Intergovernmental Agreement, any Member of the Pool against liability for a covered
loss. This Agreement shall constitute the substance of a contract among the Members.
All funds contained within the Risk Management Pool are funds directly derived
from its Members who are public agencies 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 Risk Management 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 is a non assessable pool.
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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 as set forth in Florida Statutes Sections 768.28, 163.01 and
440.57, 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.
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 Florida
Statutes Section 163.01(9)(a) and all other applicable Florida Statutes.
3.1.3. To lease real property and to purchase or lease equipment,
machinery or personal property necessary for the carrying out of the purpose of the Pool.
reductions.
3.1.4. To carry out educational and other programs relating to risk
3.1.5. To cause the creation of this Pool and see to the collection of
funds for the continued administration of the Risk Management Pool.
3.1.6. To purchase Aggregate Excess Insurance and Specific Excess
Insurance to supplement the Risk Management Pool without such being a waiver of
sovereign immunity under Florida Law.
3.1.7. To establish reasonable and necessary loss reduction and
prevention procedures which shall be followed by the Members.
3.1.8. To provide Risk Management services including the defense
of and settlement of claims and to have the authority granted by Florida Statutes Section
768.28(14).
3.1.9. 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.
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3.1.10. 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.
3.1.11. To sue or be sued as a separate legal entity.
Article 4 Participation and Term
4.1. Term. The initial term of the Pool shall be from 12:01 a.m. on October 1,
1987 to 12:01 a.m. September 30, 1989. After the initial two (2) year term of the Pool, the
term shall automatically be renewed for an additional term 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 an initial two -year term,
except a new Member coming into the Pool after the first day of the fiscal year shall be
obligated to be a member for not less than eighteen (18) months. A new member's rates
will be guaranteed for their initial term.
Any Member may withdraw from the Pool 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.
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. 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. 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.
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4.4. Admission of New Members. The Pool's Executive Committee 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 Committee may grant or deny admission
to proposed new Members based upon such criteria. Consideration of new Members will
be communicated to all PRM Board Members by the Executive Director for any information
or feedback that a Member may have regarding the prospective member.
Article 5 Commencement of the Pool
5.1. Commencement Date. The Pool shall commence operations on October 1,
1987.
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 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 bi- annually
select a Chairman and 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 Chairman Vice
Chairman shall begin on the 1S day of a fiscal year and expire on the last day of a fiscal
year. No person may serve as Chairman of the Board of Directors for more than two (2)
consecutive full two -year terms. 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 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
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 Committee under Article 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 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 Payments to the Risk
Management Pool for each Member; and (10) 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. The Representative 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
7
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 shall dictate to the Executive
Director the guidelines for authorizing the settlement of claims. The Board of Directors
shall establish an Executive Committee. That Executive Committee 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, as such areas are designated on the attached map, Exhibit 6.6.
The Board of Directors may grant to the Executive Committee the authority to approve
expenditures, authorize a settlement of claims and suits and take such other action as shall
be specifically delegated to the Executive Committee.
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.
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 to cause
the termination of this Agreement sooner than two (2) years after its commencement or a
reduction or elimination in the scope of loss protection set out in Article 10 to be furnished
by the self- insurance pool derived from payments from the Members, shall require that
specific written notice of the proposed change be sent by registered or certified mail to 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
8
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.
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 at least
four (4) times a year. 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.
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.
8.2. Executive Director. The Executive Director shall be the chief administrative
9
officer of the Pool and shall in general supervise and control the day to day operations er ations of
the Pool and shall carry out the policy and operational procedures of the P as
established in this Intergovernmental Agreement and by the Board of Directors. Among
the Executive Director's duties shall be the following: n
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 to be executed and, in general, shall perform all duties incident to the office
Executive Director and such other duties as may be prescribed by the Board of Directors.
a of
8.2.2. The Executive Director shall prepare a proposed annual budget
and proposed Risk Management Pool Annual Payment and shall submit such proposals the Board of Directors. p p os
als
8.2.3. The Executive Director shall, where necessary,
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 Directors and at such other times, as he shall be required to do so, he shall resent
d
full report of his activities and the fiscal condition of the Pool. p ent a
8.2.4. The Executive Director shall report quarterly to all Members on
all claims filed and payouts made.
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.
8.3. 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 mone
in the name of the Pool in such banks, savings and loan associations or other depositories Ys
that are recognized as "Qualified Public Depositories" by the State Treasurer operating
under Chapter 280 Florida Statutes, as shall be selected by the Board of Directors; cause
to be invested the funds of the Pool as are not immediately required in such securities s
as
the Board of Directors shall specifically or generally select from time to time; and caus
be maintained the financial books and records of the Pool. a to
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 Directors. Nothing herein shall prevent the Treasurer from delegating, in writing
functions of the office to third parties, whether members of the Board of Direc� the
employees of the Pool, or third parties, subject to the approval tors,
pproval of the Board of Directors.
10
However, the Treasurer shall maintain the control and responsibility for the execution of
such functions by such delegates.
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 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 Risk Management Pool
9.1. Fiscal Year. The fiscal year of the Pool shall commence on October 1, and
end on September 30, of each year.
9.2. Budget. The Board of Directors or the Executive Committee shall approve
a preliminary budget for the administration of the Pool by June 1 of each year. Copies of
all preliminary and final budgets shall be promptly mailed to each Member of the Board of
Directors. The Board of Directors shall, by August 1 of the year prior to the start of each
fiscal year adopt a final budget and determine the amount of the Annual Payment to be
made by each Member and the date upon which the payment is due. Failure of the Board
of Directors or the Executive Committee 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
any payments to the Pool so long as such budgets are finally adopted, and the Members
are given at least thirty (30) days after the passage of the final budget in which to make
Annual Payments to the Pool.
9.3. Annual Payment Factors. In determining the amount of the Annual Payment
due from each Member, the Board of Directors shall consider some or all of the following
factors:
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9.3.1. Number of employees;
9.3.2. Property values of the Member;
9.3.3 Number and type of vehicles owned by the Member and the use
made of the vehicles;
9.3.4 Population of the geographic area represented by the Member;
9.3.5. The payrolls of the Member;
9.3.6 Any unusual exposures presented by the Member;
9.3.7 The operating expenditures of the Member; and
9.3.8 The claims and loss experience of the Member.
The Board of Directors shall establish annually a cost of risk allocation, which is
utilized in making the allocation of the amount of the Annual Payment due from each
Member. This standard may, however, vary from year to year but it must be applied
equally to all Members similarly situated during such period of time as it is utilized.
The Board of Directors may grant debits or credits to Members with above or below
average loss or claims records. The amount of such debits or credits may not vary more
than 25% above or below the amount which the Member would pay if it were not to have
been granted the debit or credit. In establishing the loss and claims record of the Member,
the Board of Directors may utilize the loss and claims experience of the Member during last
3 years of the Pool.
9.4. Budget Amendments. Budgets may be amended at any time by majority
vote 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
Annual Payment determined for such year. The forwarding of such payments within a time
specified in notices to the Members giving them not less than forty -five (45) days to make
such payments shall be of the essence of this contract.
9.5. Payments Timing. In subsequent years, the Board of Directors may permit
the Annual Payments to be made on a monthly or quarterly basis.
9.6. 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
12
years of membership as outlined in the Intergovernmental Agreement, Article 11.
9.7. 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 shall 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 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 Annual Payment for that year to the Annual Payments of all Members for such
year.
9.8. Audit. The Board of Directors 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 Chairman of the governing body of each Member.
Article 10 Excess Insurance
10.1. Specific Excess Insurance. The Pool will 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 and underwriters, based
upon but not limited to the current assets, risk analysis, and Toss history of the Pool. 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 will 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 and
underwriters, based upon but not limited, to the current assets, risk analysis, and loss
history of the Pool. The purchase of Aggregate Excess Insurance does not, and is not,
intended to waive sovereign immunity under Florida law.
10.3 Multiple Loss Coverage. The Pool will purchase Multiple Loss Coverage
in the event a single occurrence involves more than one line of coverage, limiting the
occurrence to a single "Self Insured Retention."
10.4 Losses. The Risk Management 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
13
then the individual Member or Members whose judgement or settlement of claim has been
perfected by Florida law shall be responsible for any additional payment. The Pool shall
make payments in the order in which the judgements against the Pool have been entered
or settlement of claims have been reached. 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 Risk Management 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 facilities of the
Member and all records including, but not limited to, 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
claim made against the Member within the scope of loss protection furnished by the Pool.
11.1.5. To furnish full cooperation with the Pool attorneys, claims
adjusters, 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 loss reduction and prevention
procedures established by the Pool within its purpose or powers.
11.1.7. To report to the Executive Director or his designee within the
time limit specified the following items:
11.1.7.1. To provide on or before May 1 of each fiscal year of the Pool,
the Member's renewal application shall be completed by the member as required by the
Underwriters.
14
11.1.7.2. To report, within five (5) 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 Pool coverage is sought.
11.1.7.3. To report, within ten (10) days of receipt, any oral or written
demand for monetary relief for which coverage is sought to the Pool Executive Director.
11.1.7.4. To report to the Executive Director at the earliest practicable
moment any information of an occurrence, claim or incident hat coverage will be be by said
from which the Member could reasonably conclude
Member for such an occurrence, claim or incident.
In the event that the items set forth above are not submitted to the Executive
vote Director
of a
within the time periods set forth above, the Board of Directors of the Pool, by
majority of a quorum of the Board, at a regular or r the of the Po o forthe
decline to provide a defense to the Member or to extend
payment of losses or damages incurred. In reaching s ability tohn Board
stigate a defend
whether and to what extent the Pool was prejudiced in
e of the
the claim due to the failure of the Member to promptly The deci sion l of the of
occurrence, claim or incident to the Executive
Directors shall be final. Failure of a Member to abide by these requirements shall also be
grounds for expulsion from the Pool.
11.1.8. To make Payment of any "Maintenance" Deductible(s).
Article 12 Liabilit of Board of Directors or Officers of the Pool
12.1. Liability of Directors and Offic D recto s o Representatives fficers of the Poo their hould use
their Alternates) serving on the Board of
ordinary care and reasonable diligence in the n not be fable for any mistake power
of and in the
judgement
performance of their duties hereunder; they shall
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 o oitted by any other Representative.
omitted Representative shall be liable for any action taken
Representatives shall have the immunities provided insurance providing
by law and in
Statutes Section 163.01. The Pool may purchase
for such Representatives or officers.
Article 13 Additional Insurance
15
13
1. Member's O.tion to Purchase Additional Insu h other The Po ll, thr ug the
all
distribution of the minutes of the Board of Directors or through re ate Excess Insurance
Members of the scope and amount the I Pool shall not pgecl d any Member froSuch
p
in force at all times. Membership in the Pool. Su
urchasing any insurance coverage above t immunity of the Members of the Pool
purchase shall not be construed to waive sovereign
ort
he Pool. The Pool shall make its facilities available to advise Members of the typ es of
additional or different coverages available to Pool
Article 14 Settlements
14.1. Settlement/Advance Notice. Whenever the Pool proposes to settle any
it where the amount of that proposed settlement shall exceed Five
pending c laim or suit the Member shall be given advance notice of that
Thousand Dollars ($5,000.00),
sett
lement. Such notice may be given by the establishmamount of the settlement does not
of Five Thousand Dollars ($5,000.00), p rovided that the of the Pool shall, however,
exceed the amount reserved. The officers and employees
r to give specific oral or written notice to the Member's
of pr s Thousand usand A ltern a te
of the exact 9 xact amount of any proposed settlement in excess of the e p se
($5,000.00) prior to the date at which the Pool proposes to bind itself to pay such
settlement amount. The officers, employees or independent contractors of the Pool shall
give the Members, as much notice of the settlement negotiations as is possible
attempt t o g
under the circumstances of each case.
Article 15 Contractual Obli ag tion
15.1. Enforcement. This document shall constitute a binds g contract
which become
Members of
Florida Members of the he Pool. The he obl ig ions
1969 among those
responsibilities es of the Members set forth herein, Me
including the obligation to take no action i dad shall r malinta'contin 9 g obligation gation
Agreement as originally written or validly amended,
onsibilit of the Member. The terms of this Intergovernmental Agreement may be
and rasp y
enforced in a court of law by the Pool.
The consideration for the duties herewith imposed II be based upon Members to take
certain actions and refrain from he Members set forth herein. This Intergovernmn as
governing body shall be evidenced by mutual
promises and agreements ments of
Agreement may be executed in duplicate originals and its a passage by passed the Member by the
9 a certified co py public
members of the governing body in accordance with the rules and regulations of such p
age y, provided, rovided, however, that except to the extent of the limited fi come about t rough
to
tions as may the Pool agreed to herein or aAgreemenbinoaMember agrees or contracts herein
amendments to this Intergove nmenta
to
be held responsible for any claims in tort or contract made against any other Member.
16
The Members intend in the creation of the Pool to establish an organization for Risk
Management 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 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. Expulsion. By the vote of two- thirds (2/3) of the Directors serving on the
Board of Directors, any Member may be expelled. Such expulsion may be carried out for
one or more of the following reasons:
16.1.1. Failure to make any timely payments due to the Pool.
16.1.2. Failure to undertake or continue loss reduction and prevention
procedures adopted by the Pool.
16.1.3. Failure to allow the Pool reasonable access to all facilities of
the Member and all records which relates to the purpose, powers or functioning of the Pool.
16.1.4. Failure to furnish full cooperation with the Pool's attorneys,
claims adjusters, the Executive Director and any agent, employee, officer or independent
contractor of the Pool relating to the purpose, powers and proper functioning of the Pool.
16.1.5. Failure to carry out any obligation of a Member which impairs
the ability of the Pool to carry out its purpose or powers or functions.
16.1.6. The Member has given the one (1) year notice described in
Section 4.2 and 4.3 above.
16.2. 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 defect 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
Tess than sixty (60) days after the vote expelling the Member has been made by the Board
17
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.
16.3. 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, Toss fund payments, maintenance deductibles,
workers' compensations, 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.
Article 17 Special Provisions for Deferred Funding
During the fiscal years commencing on October 1, 1987 and ending on September
30, 1990, the entire Annual "Loss Fund" Contribution was not required by the Board of
Directors to be paid within the fiscal year to which it was applicable. The difference
between the Annual "Loss Fund" Contribution and the amount required by the Board of
Directors to actually be paid to the Pool during er Members Member is referred to herein year for which there
as Deferred Funding. Members and
existed Deferred Funding may be required by the Board of Directors upon recommendation
of the Executive Director to pay their mem forty-five (45) days after
subsequent years. Members or former ents to make any payments of De Member sha be based pon the same be
required for Deferred Funding as to ech
as was used in establishing the Annual "Loss Fund" Contribution for that year.
Article 18 Termination of the Pool
18.1. 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 Section 6.9.4.,
then the Pool shall cease its existence ectors shall continue ht to meet on such year. Under as
those circumstances, the Board of Directors
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.
18.2. Post Termination Responsibilities of Member. After termination of the Pool,
18
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.
19
In witness whereof, this agreement has been executed by the Entity:
City of Gnethobee The approval of the foregoing agreement was passed by the
Entity: ckeethobee city council on the 26th day of Tana y 1999
and attached hereto, I do hereby execute and the city clerk does hereby
attest to my signature as evidence that the acee hotee city council
approved and hereby becomes a bound signatory member of the "Intergovernmental
Cooperative Agreement" for Public Risk Management of Florida, a copy of which is
attached hereto, and which is pursuant to Florida Statutes Section 163.01, which
commenced its term on October 1, 1987.
BONNIE S. THOMAS, CMC, CITY CLERK COA94 IEWED FOR LEGAL SUFFICIENCY: i
JOHN R. COOK,
C3TY ATTORNE
ATTEST:
This 7 day of ,e ms 19ff•
20
C
irman of Board, or Council
E. KIRK, MAY
rman, Public isk
agement of Florida
1. CRY OF AVON PARK
2. CITY OF BELLEAIR
3. CITY OF BELLE GLADE
4. CITY OF CLEWISTON
S. CITY OF CAPE CORAL
6. CITY OF CRYSTAL RIVER
7. CITY OF EUSTIS
8. CITY OF FORT MEADE
9. GLADES COUNTY BOCC
10. CITY OF GULFPORT
11. HAMILTON COUNTY BOCC
12. HARDEE COUNTY BOCC
13. HENDRY COUNTY BOCC
14. HIGHLANDS COUNTY BOCC
15. HOLMES COUNTY BOCC
16. TOWN OF KENNETH CITY
17. CITY OF LABELLE
18. TOWN OF LADY LAKE
19. CRY OF LAKE MARY
20. TOWN OF LAKE PLACID
21. CRY OF LAID= WALES
22. LEE COUNTY PORT AUTHORITY
23. LEVY COUNTY BOCC
24. TOWN OF LONGBOAT KEY
25. CITY OF LONGWOOD
28. CRY OF MOORE HAVEN
27. CITY OF NEW PORT RICHEY
28. CITY OF NORTH PORT
29. CITY OF OKEECHOBEE
30. OKEECHOBEE COUNTY BOCC
31. CITY OF OVIEDO
32. CITY OF PAHOKEE
33. CITY OF PORT RICHEY
34 CITY OF PUNTA GORDA
3S CITY OF SAFETY HARBOR
36. SARASOiAMIANATEE AIRPORT
37. CRY OF SEBRING
38. SOUTH FLORIDA CONSERVANCY DISTRICT
39. COY OF SOUTH PASADENA
40. CITY OF TAVARES
41. CITY OF WAUCHULA
42. CITY OF WINTER GARDEN
43. CITY OF ZEPHYRHILLS
EXHIBIT 6.6.
NORTH
QUADRANT
SOUTH
QUADRANT
21
PINELLAS
MONROE
BREVARD