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PRM Health Ins 8-1-10/7-31-12f-I t A. (4tf tcm)ccLc City Council Agenda: [July 19th, 2011 J l LA,/ i \)CoL r Agenda Item 1. Proposed Motion: Approve the continuation of the current Health Insurance plan to be offered to all eligible employees effective October 1st, 2011 and for the City to pay 100% of the BlueOptions 3748 (current plan) premium for the employee and $70.00 toward dependent health insurance cost. 2. Proposed Motion: Approve the addition of HMO 042 to Health Insurance plans to be offered to all eligible employees effective October 1st, 2011 and for the City to pay 100% of the HMO premium for the employee for either of the HMO (or current plan) and $70.00 toward dependent health insurance cost. Background: The City in the past, has paid 100% of all Employees Health Insurance Cost and $70.00 toward dependent Health Insurance cost. Continuing with the current plan the City's cost would be $20,960 higher than fiscal year 2011. City cost for FY 2011, BlueOptions 3748 Pied : $285,344 tY P City cost for renewal, BlueOptions 3748 Plan : $306,30 Cost difference : Cost avoidance for the City in adding the HMO plan and the City using the HMO as the base plan will save $29,998. City cost for renewal, BlueOptions 3748 Plan : City cost if we use HMO 042 Plan as base plan: $306,304 $276,306 Cost avoidance: ($ 29,998) PRM continues to offer additional benefit options that we offer our employees: Employee Assistance Program — Included in rates Dental Plan: High Option/Low Option offered on a contributory basis Vision Plan: NVA (new carrier) less expensive from prior carrier and adds Wal -Mart as provider, offered on a contributory basis Monthly Premium 5700.00 5600.00 S500,00 5400.00 5300.00 5200.00 5100.00 50.00 City of Okeechobee Historical Health Insurance Costs Health Insurance Historal Comparitive / Cost Per Employee 2008 2000 2010 Fiscal Year 2011 City initiated plan changes due to excessive premiums 2012 ■ BlueCross ■ AETNA PRM - PPO (Current) PRM - !IMO FY 2008 2008 —>2009 2009 —>2010 2010 —>2011 2011 —>2012 2008 —>2012 Overall Monthly Premium $440.08 .x$381.66 T$403.54 T$415.87 t$447.06 Percentage Tort, 1,13.27% T5.73% T3.06% T7.50% T 1.59% 08 - 12 Historical Insurance Costs.doc MEDICAL PRM GROUP HEALTH TRUST CITY OF OKEECHOBEE COST COMPARATIVES /SUGGESTIONS Health Products for Effective Dates of October 1st, 2011 #Insured 2011 2011 # Insured Dependents Employee Dependent Monthly Annual City FY 2011 FY 2011 rate City Cost City Cost Cost Difference Difference Current Plan 56 7 $415.87 $70.00 $23,778.72 $285,344.64 Current Plan w/2012 Rate 56 7 $447.06 $70.00 $25,525.36 $306,304.32 $ 20,960 7.50% Option 2 HMO 56 7 $402.42 $70.00 $23,025.52 $276,306.24 $ (9,038) -3.23% Monthly Premium 2011 Rate - 2012 Rate Current Current Plan Plan - Option 1 Blue Blue Options Options 03748 03748 Employee $415.87 $447.06 Only - Employee $1,037.25 $1,116.12 & Spouse Employee $830.22 $892.46 Child(ren) Employee $1,324.25 $1,423.57 & Family 2012 Rate Proposed Option 2 BiueCare HMO 042 $402.42 $1,004.68 $803.35 $1,281.43 HI Cost 2012 7/1 AM/111A•14 DFA PUBLIC RISK MANAGEMENT BLUEOPTION MEDICAL COMPARISON Monthly Premium 2011CurrenUOption 1 BlueOptions 03748 2012 Renewal /Option 1 BlueOptions 03748 2012 Proposed Option 2 BlueCare 042 Employee Only - Cost to City $415.87 $447.06 $402.42 Employee & Spouse $1,037.25 $1,116.12 $1,004.68 Employee & Child(ren) $830.22 $892.46 $803.35 Employee & Family $1,324.25 $1,423.57 $1,281.43 Deductible (DED) (Per Person /Family Agg) In- Network Out -of- Network Coinsurance (Member Responsibility) In- Network Out -of- Network Out of Pocket Maximum (Per Person /Family Agg) In- Network Out -of- Network Lifetime Maximum $0 / $0 $500 / $1,500 0% 40% Includes DED, Coinsurance, Copays; Excludes Rx $1,500 / $3,000 $3,000 / $6,000 No Maximum $0 / $0 $500 / $1,500 0% 40% Includes DED, Coinsurance, Copays; Excludes Rx $1,500 / $3,000 $3,000 / $6,000 No Maximum Not Applicable Not Applicable Not Applicable Not Applicable Includes all Copays (including Rx) $1,500 / $3,000 Not Applicable No Maximum Professional Provider Services Allergy Injections In- Network Family Physician In- Network Specialist Out -of- Network E- Office Visit Services In- Network Family Physician In- Network Specialist Out -of- Network Office Services In- Network Family Physician In- Network Specialist Out -of- Network Provider Services at Hospital and ER In- Network Family Physician In- Network Specialist Out -of- Network Provider Services at Other In- Network Family Physician In- Network Specialist Out -of- Network $10 $10 DED + 40% $10 $10 DED + 40% $10 $20 DED + 40% $0 $0 $0 $10 $20 DED + 40% $10 $10 DED + 40% $10 $10 DED + 40% $10 $20 DED + 40% $0 $0 $0 $10 $20 DED + 40% $5 $5 Not Covered $15 $35 Not Covered $15 $35 Not Covered $0 $0 Not Covered $0 $0 Not Covered Radiology, Pathology and Anesthesiology Provider Services at Hospital or Ambulatory Surgical Center In- Network Specialist Out -of- Network $20 DED + 40% $20 DED + 40% $0 Not Covered Preventive Care Adult Wellness Office Services In- Network Family Physician In- Network Specialist Out -of- Network Colonoscopies (Routine) In- Network Out -of- Network Mammograms (Routine and Dx) In- Network Out -of- Network Well Child Office Visits (No BPM) In- Network Family Physician In- Network Specialist No Maximum $0 $0 40% (No DED) Age 50+ then Frequency Schedule Applies $0 $0 $0 $0 $0 $0 No Maximum $0 $0 40% (No DED) Age 50+ then Frequency Schedule Applies $0 $0 $0 $0 $0 $0 $0 $0 Not Covered Age 50+ then Frequency Schedule Applies $0 Not Covered $0 Not Covered $0 $0 2011 -12 Health Plan Comparision HMO & PPO & Curr PUBLIC RISK MANAGEMENT 2011 -12 Health Plan Comparision HMO & PPO & Curr 2011Current/Option 1 BlueOptions 03748 2012 Renewal /Option 1 BlueOptions 03748 2012 Proposed Option 2 BlueCare 042 Out -of- Network 40% (No DED) 40% (No DED) Not Covered Emer•enc /Urgent /Convenient Care $5,000 $0 $0 $10 DED + 40% $50 $50 $5,000 $0 $0 $10 DED + 40% $50 $50 No Maximum $0 Not Covered $15 Not Covered $50 $50 Ambulance Maximum (per Day) In- Network Out -of- Network Convenient Care Centers (CCC) In- Network Out -of- Network Emergency Room Facility (also see Professional Provider In- Network Out -of- Network Urgent Care Centers (UCC) In- Network Out -of- Network $20 DED + 40% $20 DED + 40% $35 Not Covered Facility Services - Hosp /Surg /ICL /IDTF Unless otherwise noted, physician services are in addition to facility Ambulatory Surgical Center In- Network Out -of- Network Independent Clinical Lab In- Network Out -of- Network Independent Diagnostic Testing Facility - Xrays and AIS (Includes Physician Services) In- Network - Advanced Imaging Services (AIS) In- Network - Other Diagnostic Out -of- Network Inpatient Hospital (per admit) In- Network Out -of- Network Inpatient Rehab Maximum Outpatient Hospital (per visit) In- Network Out -of- Network Therapy at Outpatient Hospital In- Network Out -of- Network MENTAL HEALTH AND SUBSTANCE ABUSE Inpatient Hospitalization In- Network Out -of- Network Outpatient Hospitalization (per visit) In- Network Out -of- Network Provider Services at Hospital and ER In- Network Family Physician or Specialist Out -of- Network Provider $50 DED + 40% $0 DED + 40% $50 $50 DED + 40% Option 1 - $250 / Option 2 - $500 $750 21 Days Option 1 - $100 / Option 2 - $200 $300 Option 1 - $100 / Option 2 - $200 $300 Option 1 - $250 / Option 2 $500 $750 Option 1 - $100 / Option 2 - $200 $300 $0 DED + 40% $50 DED + 40% $0 DED + 40% $50 $50 DED + 40% Option 1 - $250 / Option 2 - $500 $750 21 Days Option 1 - $100 / Option 2 - $200 $300 Option 1 - $100 / Option 2 - $200 $300 Option 1 - $250 / Option 2 $500 $750 Option 1 - $100 / Option 2 - $200 $300 $0 DED + 40% $200 Not Covered $0 Not Covered 0 0 $0 $0 Not Covered $150 per Day up to $750 Not Covered No Maximum $200 Not Covered $5 Not Covered $150 per day up to $750 maximum Not Covered $200 Not Covered $0 Not Covered 2011 -12 Health Plan Comparision HMO & PPO & Curr PUBLIC RISK MANAGEMENT BLUEOPTION MEDICAL COMPARISON EFFECTIVE OCTOBER 1, 2011 2011CurrentlOption 1 BlueOptions 03748 2012 Renewal /Option 1 BlueOptions 03748 2012 Proposed Option 2 BlueCare 042 Physician Office Visit In- Network Family Physician In- Network Specialist Out -of- Network Provider Emergency Room Facility Services (per visit) In- Network Out -of- Network $10 $20 DED + 40% $50 $50 $10 $20 DED + 40% $15 $15 Not Covered $50 $50 Provider Services at Locations other than Hospital and ER In- Network Family Physician In- Network Specialist Out -of- Network Provider $0 $0 DED + 40% $0 $0 DED + 40% Other Special Services and Locati ns Advanced Imaging Services in Physician's Office In- Network Family Physician In- Network Specialist Out -of- Network $10 $20 DED + 40% Birthing Center In- Network Out -of- Network Diabetic Equipment and Supplies* In- Network Out -of- Network Durable Medical Equipment, Prosthetics, Orthotics BPM In- Network Out -of- Network Home Health Care BPM In- Network Out -of- Network Hospice LTM In- Network Out -of- Network Outpatient Therapy and Spinal Manipulations BPM Skilled Nursing Facility BPM In- Network Out -of- Network Prescription Drugs Deductible In- Network Retail (30 Days) Generic /Preferred Brand /Non- Preferred Mail Order (90 Days) Generic /Preferred Brand /Non- Preferred Out -of- Network Retail (30 Days) Generic /Preferred Brand /Non- Preferred Mail Order (90 Days) Generic /Preferred Brand /Non- Preferred Medical Pharmacy (Provider - Administered Rx) ** In- Network Out -of- Network $10 $20 DED + 40% $0 DED + 40% $0 DED + 40% Enteral Formulas:$2,500 All Other No Maximum $0 DED + 40% 20 Visits $0 DED + 40% No Maximum $0 DED + 40% 35 Visits (Includes up to 26 Spinal Manipulations) 60 Days $0 DED + 40% $10/ $25/ $60 $10 /$50/ $120 $10/ $25/$60 $20 /$50/$120 See Location of Service See Location of Service $0 DED + 40% $0 DED + 40% Enteral Formulas:$2,500 All Other: No Maximum $0 DED + 40% 20 Visits $0 DED + 40% No Maximum $0 DED + 40% 35 Visits (Includes up to 26 Spinal Manipulations) 60 Days $0 DED + 40% $10/ $25/ $60 $10 /$50/ $120 $10/ $25/$60 $20 /$50/$120 See Location of Service See Location of Service $0 $0 Not Covered $0 $0 Not Covered $0 Not Covered $0 Not Covered Enteral Formulas:$2,500 All Other: No Maximum $0 Not Covered No Maximum $0 Not Covered No Maximum $0 Not Covered No Maximum Auth Req for Therapy 90 Days $0 Not Covered $10/ $25/$60 $20 /$50/$120 $10/ $25/$60 $20 /$50/$120 See Location of Service Not Covered 2011 -12 Health Plan Comparision HMO & PPO & Curr Sharon Allison rage 1011 From: "Susan Baron" <sbaron @prm - fl.com> Cc: "Judy Hearn" <jhearn @prm- fl.com >; "Ross D. Furry" <rfurry@prm- fl.com >; "Bonnie Mims" <bmims @prm- fl.com >; <richard_schell @ajg.com >; <ivette_irizarry@ajg.com> Sent: Monday, February 28, 2011 3:26 PM Attach: GHT By -Laws 1- 1- 11.pdf Subject: Group Health Trust - Amended By -Laws as of 1/1/11 Attached are the Group Health Trust By -Laws amended 1/1/11 due to operation of law. Articles 4.2 and 4.3 were amended to comply with Florida Statute 624.46223. The 1 -year notice of intent to withdraw at the end of the fiscal year was replaced with 60 days. The amended By -Laws are for your files and do not have to be signed by your governing body's chairperson. Our files contain signed By -Laws when your entity joined the Group Health Trust. Susan Baron Administrative Assistant Public Risk Management of FL 3434 Hancock Bridge Pkwy, Suite 203 Fort Myers, FL 33903 Toll -free 800 - 367 -1705 Phone 239 - 656 -4666 Fax 239 -656 -3123 sbaron(aj rm -fl.com PLEASE NOTE: Florida has a very broad public records law. Most written communications to or from government officials regarding government business are public records available to the public and media upon request. Your e -mail communications may be subject to public disclosure. All E -Mail is checked with Antivirus software! 2/2R/2011 To: From: RE: Date: MEMORANDUM Mayor & City council Brian Whitehall, City Administrator India Riedel, Finance Dept. Public Risk Management of Florida Health Trust 06/15/10 Pool was established: 4 entities (still participants) in 1988 One member has left the pool since it's inception Number of entities participating: 34 Number of employees participating: 4500+/ - It is assessable, however: Specific Excess @ $200,00 Aggregate Excess (reinsurance) Financials seem adequate with above in place Rates are Actuarially based each year on the pool collectively and then based on claims experience of each entity. If a participant's claims have a 10% difference of the pool, an entity's rates can be adjusted upwards or downwards by 10 %. PRM is taking an active forward approach to claims. In the mist of a dependent audit, (anticipated savings apprx. $400,000) Other members are being offered comparable rates that we are being offered for the PRM Blue Option 1748 plan. Requires a mandatory 2 year participation in the pool. 2nd year (effective Oct 1St, 2011) premiums will be based on average pool rates. 3rd year (effective Oct. 1St, 2012) premiums will be reviewed and adjusted upwards /downwards of 10% if claims are 10% higher /lower than the pool. PRM 8 year renewal history is attached and compares estimated carrier trend as well. PRM has provided completive pricing, for comparable coverage through the PRM Blue Options 1748 Plan (AETNA buy -up plan). The base employee premium of $415.87, which is a 3.05% increase from existing Employer cost The rate is guaranteed until 09/30/2011, and we will have a common renewal date effective October 1St thereafter. Employee Only Employee & Spouse Employee & children Employee & Family City Employee Total $415.81 $ 0.00 $ 415.81 $475.81 $ 562.44 $1,038.25 $475.81 $ 354.39 $ 830.20 $475.81 $ 848.44 $1,324.25 PRM also provides at no additional cost to the City: Employee Assistance Program Offer of Vision & Dental Insurance (payroll deduction) Human Resource assistance for employee benefit administration City cost for renewal as is with AETNA: $386,091 City cost with PRM -Blue Options 1748: $317,807 Savings of: $ 68,284 PUBLIC RISK MANAGEMENT OF FLORIDA 8 YEAR RENEWAL HISTORY vea a yet' Trend* 2002 - 2003 2003 - 2004 2004 - 2005 2005 - 2006 2006 - 2007 2007 - 2008 2008 - 2009 2009 - 2010 14.5% 14.0% 4.4% 7.2% 11.6% 0.0% 5.0% 3.3% 18.0% 17.7% 16.2% 15.0% 14.4% 13.2% 12.6% 10.5% * Includes both medical and prescription drugs PUBLIC RISK MANAGEMENT OF FLORIDA Summary of Benefits Blue Options Plan 1 748 Benefits for Covered Services Member Calendar Year Deductibles In- Network (Per Individual / Family Aggregate) Out -of- Network (Per Individual / Family Aggregate) Coinsurance Percentage Paid by Plan In- Network Providers Out -of- Network Providers Physician Office Services Paid by Plan In- Network Family Physician In- Network Specialist (no referral needed) Allergy Injections per visit Hospitalization Paid by Plan Inpatient Hospital Facility Services Per Admission - Option 1 • Option 2 • Out -of- Network Outpatient Hospital Facility Per Visit • Option 1 • Option 2 • Out -of- Network Physician Services at Hospital and Emergency Room - In- Network 100% Physician Services at Locations other than Office, Hospital and Emergency Room • In- Network Family Physicians 1 00% after $10 Copay • In- Network Specialist 100% after $20 Copay Emergency Room Facility Services Per visit (waived if admitted) • In- Network 100% after $50 Copay • Out -of- Network $0 / $0 $500 / $1,500 100% 60% 100% after $10 Copay 100% after $20 Copay 100% after $10 Copay 100% after $250 Copay 100% after $500 Copay 100% after $750 Copay 100% after $100 Copay 100% after $200 Copay 100% after $300 Copay 100% after $100 Copay Note: Out -of- Network Physician Services at Hospitals, Emergency Rooms and Locations other than Office are subject to the Calendar Year Deductible and Coinsurance. Other Services Paid by Plan Independent Clinical Laboratory • In- Network Laboratory Mammograms (Routine and Diagnostic) Ambulatory Surgical Center Facility • In- Network Facility Independent Diagnostic Testing Facility Service • In- Network 24 100% 100% 1 00% after $50 Copay 100% after $50 Copay PUBLIC RISK MANAGEMENT OF FLORIDA Summary of Benefits Blue Options Plan 1 748 Note: Out -of- Network Providers and Physicians are subject to the Calendar Year Deductible and Coinsurance. Member Out -of- Pocket Maximum In- Network (Per Individual / Family) Out -of- Network (Per Family) Note: Out -of- Pocket Maximum includes Calendar Year Deductibles, Coinsurance and Copayments excludes Pharmacy. Calendar Year Maximums Per Insured Mental Health Services Benefit Maximum: • Inpatient days /visits or combination of inpatient and partial hospitalization days Outpatient visits Home Health Care Benefit Maximum Skilled Nursing Facility Days Benefit Maximum60 Combined Outpatient Cardiac Rehabilitation and Occupational, Physical, Speech, and Massage Therapies and Spinal Manipulations Benefit Maximum Adult Wellness Benefit Maximum Per Insured Ambulance Service (per person benefit maximum) - Ground Travel Air and Water Travel Lifetime Maximums Per Insured Total Lifetime Maximum Benefit Substance Dependency Care and Treatment Benefit Maximum Hospice Benefit Maximum Blue Script Prescription Drug Program Retail Generic Preferred Non - Preferred Mail Order Generic Brand Non - Preferred $10 Copay $25 Copay $60 Copay $20 Copay $50 Copay $120 Copay $1,500 / $3,000 $3,000 / $6,000 30 20 $2,500 $2,500 $250 $400 per day $4,000 per day $ 5,000,000 $2,500 $7,500 This is a summary only and is not intended to be a complete description of covered services. More complete information is contained in the Group Contract /Certificate. If a discrepancy arises between this benefit summary and the actual Group Contract /Certificate, the actual Group Contract /Certificate will prevail in all circumstances. 25 Present Buy-Up plan POS 0409 $10/ $20 $50/ $50 $10/$25/$40 $0/ $500 100 % / 60% $250 copay/ 60% $250 copay/ 60% $1,500/ $3,000 E Office Visit Copay In Network (primary/ specialist) Urgent Care/ ER copay Prescription Copays Deductible (in network/ out) Coinsurance (in network/ out) In Patient Hospital (in network/ out) Out Patient Hospital (in network/ out) Out of Pocket Limit (in network/ out) Rates: Employee only Employee/ Spouse Employee/ Children Family Rate Change % 2010 City of Okeechobee Health Insurance Plan /Rates Aetna Present Base Plan Custom $35/ $50 $75/ $200 $15/$35/$60 $0/ $1500 80 %/ 60% 80 %/ 60% 80 %/ 60% $3,000/ $6,000 nrollmer Present Renewal 19 $403.54 $507.65 0 $964.37 $1213.10 1 $770.50 $969.29 0 $1228.09 $1544.94 25.80% Annual Employer Cost: Renewal Base Plan POS 0409 Renewal Alternate w /Aetna PRM -Blue Options 1748 $386,091 $326,839 $317,807 nrollme Present Renewal 33 $457.52 $575.56 6 $1093.37 $1375.46 3 $873.57 $1098.95 $1392.36 $1751.59 25.80% Aetna Alternative Plan HMO OA 0109 $30/ $50 $50/ $150 $15/$35/$50 $1,000/ In network only 80 %/ In network only 80 %/ In network only after ded 80 %/ In network only after ded $2,500/ In network only Renewal Alternate $439.30 $1,049.84 $838.79 $1,336.92 8.9% vs present base PRM Blue Options 1748 $10/$20 $50. In Network $10/$25/$60 $0 $100 %/$100% of Allowance & Balance Bill Opt 1 -$250 copay InNet Opt 2 -$500 copay InNet 60% of Allowance OutNet Opt 1 -$100 copay InNet Opt 2 -$200 copay InNet $750 copay 60% of Allowance OutNet $1,500/ $3,000 New Plan $415.87 $1,038.25 $830.20 $1,324.25 3.05% over base plan THE INTERGOVERNMENTAL COOPERATIVE AGREEMENT A CONTRACT AND BY -LAWS FOR PUBLIC RISK MANAGEMENT OF FLORIDA HEALTH TRUST (PRM -HT) AS AMENDED AND RESTATED THROUGH JANUARY 1, 2011 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 1st 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. -1- "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. -2- 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. 3 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 sixty (60) days 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 sixty (60) days 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 1 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 1 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 4 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 1st 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 - 5 - 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 -6- 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. -7 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. 8 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 1st 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; 9 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 - 10- 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 1 12.08(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. 1 1.1.2. 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. 1 1.2. 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.