PRM_Contract & By Laws_Amended & Restated thru 2007/05/15PUBLIC RISK MANAGEMENT OF FLORIDA
Rev. 7/07
THE INTERGOVERNMENTAL COOPERATIVE AGREEMENT
A CONTRACT AND BY-LAWS FOR
PUBLIC RISK MANAGEMENT OF FLORIDA
vP~gK MAH,9
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a R Irk,
(PRM)
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AS AMENDED AND RESTATED THROUGH MAY 15, 2007
5
I
"BLIC RISK MANAGEMENT OF FLORIDA
THE INTERGOVERNMENTAL COOPERATIVE AGREEMENT
(A CONTRACT AND BY-LAWS FOR
PUBLIC RISK MANAGEMENT OF FLORIDA)
(PRM)
INDEX
ARTICLE #
DESCRIPTION
Article 1
Name and Duration
Article 2
Definitions and Purpose
Article 3
Power and Duties
Article 4
Participation and Term
Article 5
Commencement of the Pool
Article 6
Board of Directors of the Pool
Article 7
Board of Directors Meetings
Article 8
Pool Officers
Article 9
Finances and Risk Management Pool
Article 10
Excess Insurance
Article 11
Obligations of Members
Article 12
Liability of Board of Directors or Officers of the Pool
Article 13
Additional Insurance
Article 14
Settlements
Article 15
Coverage & Indemnity Dispute Resolution
Article 16
Contractual Obligation
Article 17
Expulsion or Termination of Members
Article 18
Special Provisions for Deferred Funding
Article 19
Termination of Pool
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PUBLIC RISK MANAGEMENT OF FLORIDA
ARTICLES OF ASSOCIATION
AND BY-LAWS
OF
PUBLIC RISK MANAGEMENT OF FLORIDA
(PRM)
BE IT KNOWN THAT:
The below named public agency or agencies of the State of Florida for the purpose of
forming a risk management and self-insurance association pursuant to the terms of Florida
Statutes Sections 768.28(16)(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 Pumose
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 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 should the "Loss Fund" be exhausted. Once
the "Aggregate Excess Insurance" 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 18t and end on
September 3&.
"Joint Self-Insurance" or "Self-Funded" - A self-insurance or self-funded program in
which Members agree to annual payments to fully fund the operations of the Risk Management
Pool.
"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 policy period.
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PUBLIC RISK MANAGEMENT OF FLORIR-&
"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.
"Mufti-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."
"Policy Year": The policy year of the Pool shall begin on April 1°t and end on March 31st,
or on other dates as approved by the membership in attendance at a scheduled meeting of the
membership.
"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 Poor' - A fund of public monies established by the Pool to jointly
self4nsure 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 pubic 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 Fkxida 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.
"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 Pod.
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
PUBLIC RISK MANAGEMENT OF FLORIDA
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 cant' 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.
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.
3.1.4. To carry out educational and other programs relating to risk reductions.
PUBLIC RISK MwNAOEMENT OF FLORIDA
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, Reinsurance, Excess Property
Insurance, Excess Workers, Compensation Insurance, Excess Liability Insurance,
Pollution Insurance, Boiler & Machinery Insurance and Specific Excess Insurance, and
any other form of insurance deemed reasonable and necessary to promote or serve the
powers and duties of the Pool 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(16).
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.
3.1.10. To act solely within the budgetary limits established by the Members to
cant' 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 delvery at let 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/Reauired WdWrawal. 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 policy 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 February 15 prior to
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PUBLIC RISK MANAGEMENT OF FLORIDA
the beginning of such policy year, a verification as to whether the Member intends to actually
withdraw from the Pool at the end of the current policy year. Failure to serve such verification
on or before February 15 prior to the beginning of the policy 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 policy 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 February 1 of the current policy year in the manner described
in Article 17 hereafter.
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 cant' 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, 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 tern. The term of office for the chairman shall begin on the 14t
day of a fiscal year and expire on the last day of a fiscal year. The Chainnan 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 1°t day of a fiscal year and expire on the last day of a fiscal
year. The Vice Chairman shall carry out all duties o the Chairman of the Board during the
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PusLIC RISK MANAG&PENT OF FLORID
absence or inability of the Chairman to perform such duties and shall cant' out such other
functions as are assigned from time to time by the Chairman of the Board 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 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, (T) 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. Votin a. 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 &presentatives. 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 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
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PUBLIC RISK MANAGEMENT OF FLORIDA
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 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 1't day of a fiscal year and
expire on the last day of a fiscal year. 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 actions as shall be specifically delegated to the Executive Committee.
6.7. Operatina 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 Votinq. 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 (213) 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 sel4nsurance 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 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.
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PUBLIC RISK MANAOBMIINT OF FLORIDA
Article 7 - Board of Directors Meetinas
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. Soeciai 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 Meetincs. 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
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 Risk Management Pool Annual Payment and shall submit such proposals to
the Board of Directors.
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.
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PUBLIC RISK MANAGEMENT OF FLORIDA
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 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
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 as the Board of Directors shall specifically or generally select
from time to time; and cause to be maintained the financial books and records of the
Pool.
8.3.2. In general, perform all duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to that individual by the Board of
Directors. Nothing herein shall prevent the Treasurer from delegating, in writing, the
functions of the office to third parties, whether members of the Board of Directors,
employees of the Pool, or third parties, subject to the approval of the Board of Directors.
However, the Treasurer shall maintain the control and responsibility for the execution of
such functions by such delegates. The Board of Directors shall, commencing the 2003
fiscal year, select a Treasurer for a three-year term. Thereafter, and commencing the
2006 fiscal year, the Board of Directors shall, for all subsequent years, bi-annually select
a Treasurer to serve a two-year term. The term of office for the Treasurer shall begin on
the 1'd 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 Partv Delegations. The Board may select a financial institution or cefffiisd
public accountant to cant' 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 dudes 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.
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"BLIC RISK MANAR"ENT OF FLORIDA
Article 9 - Finances and Risk Manaqement 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 February 1 of the year prior to the start of each
policy 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 Pavment 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:
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 policy year, to exceed such Member's Annual
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PUBLIC RISK "NAGENENT OF FLORIDA
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 - Timinq. 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 years of
membership as outlined in the Intergovernmental Agreement, Article 11.
9.7. Distribution of Sumlus. 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 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 and underwriters, based upon but not limited
to the current assets, risk analysis, and loss 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. Mpreaate 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 Multiiole Loss Coverac& 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 any optional Aggregate Excess Insurance purchased, shall provide payment for covered
losses in any one policy year for members up to the limits approved by the Board of Directors.
Should losses in any one policy year extinguish all available funds provided by the Pool then the
17
PUIRLIC RISK MA"QEMEUT OF FLQRI A
individual Member or Members whose judgment 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 judgments against the Pool have been entered or settlement of claims
have been readied or other manner established at_a meeting by the Board. Membership in the
Pool shall not preclude any Member from purchasing any insurance coverage above those
amounts purchased by the Pool.
Article 11 - Oblioations of Members
11.1. Member Obliaations. 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 November 1 of each policy year of the Pool, the
Member's renewal application shall be completed by the member as required by the
Underwriters.
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.
18
PUBLIC RISK MANAGEMENT OF FLORID_IL
11.1.7.4. To report to the Executive Director at the earliest practicable moment
any information of an occurrence, claim or incident received by the Member and from
which the Member could reasonably conclude that coverage will be sought by said
Member for such an occurrence, claim or incident.
In the event that the items set forth above are not submitted to the Executive Director within the
time periods set forth above, the Board of Directors of the Pool, by a vote of a majority of a
quorum of the Board, at a- regular or special meeting, may in whole or part decline to provide a
defense to the Member or to extend the funds of the Pool for the payment of losses or damages
incurred. In reaching its decision, the Board shall consider whether and to what extent the Pool
was prejudiced in its ability to investigate and defend the claim due to the failure of the Member
to promptly furnish timely notice of the occurrence, claim or incident to the Executive Director.
The decision of the Board of 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 "MaintenanW Deductible(s).
11.2. Cancellation/Susoension of Coverage; In the event that a Member has made a
material misstatement or failed to comply with an underwriting requirement that created a
substantial change in risk exposure, the Executive Committee has the authority to cancel or
suspend coverage. The Member shall be notified of the reason in writing by the Executive
Director and given a reasonable time to take corrective measure prior to the Executive
Committee's action.
Article 12 - Liability of Board of Directors or Officers of the Pool
12.1. Liabilitv 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
13.1. Member's ODtion to Purchase Additional Insurance. The Pool, through the
distribution of the minutes of the Board of Directors or through other means shall inform all
Members of the scope and amount of Specific Excess and Aggregate Excess Insurance in force
at all times. Membership in the Pool shall not preclude any Member from purchasing any
insurance coverage above those amounts purchased by the Pool. Such purchase shall not be
construed to waive sovereign immunity of the Members of the Pool or the Pool. The Pool shall
make its facilities available to advise Members of the types of additional or different coverages
available to Pool Members.
19
PUBLIC RISK MANAGEMENT OF FLORIDA
Article 14 - Settlements
14.1. Settlement/Advance Notice. Whenever the Pool proposes to settle any pending
claim or suit where the amount of that proposed settlement shall exceed Ten Thousand Dollars
($10,000.00), the Member shall be given advance notice of that settlement. Such notice may be
given by the establishment of a reserve amount in excess of Ten Thousand Dollars
($10,000.00), provided that the amount of the settlement does not exceed the amount reserved.
The officers and employees of the Pool shall, however, endeavor to give specific oral or written
notice to the Member's Representative or Alternate of the exact amount of any proposed
settlement in excess of Ten Thousand Dollars ($10,000.00) 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 attempt to give the Members, as much notice of the settlement
negotiations as is possible under the circumstances of each case.
Article 15 - Coverage iii Indemnity Disoute Resolution
15.1. After having reviewed a claim forwarded to the Pool, the Executive Director,
officer, employee or independent contractor 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. The claim may also be accepted and defense provided but the Pool may
reserve the right to withdraw from the defense or to refuse to provide indemnification against the
claim in the event that it is later determined that the claim is not property within the scope of
coverage afforded by the Pool.
Any Member may request in writing to the Chairman of the Board of Directors, that the
Executive Committee, 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 or
indemnification provided by the Pool. The Member shall be provided a full opportunity to
explain their position to the Executive Committee. The Executive Committee, by majority vote,
may affirm, modify, reverse or defier the matter to the Board of Directors, subject to any
insurance or reinsurance contractual obligations.
Any Member who disagrees with the Executive Committee's determination may request
in writing that the Board of Directors, at a regular scheduled meeting, take action to affirm,
modify or reverse the decision of the Executive Committee. The Member shall be provided a
full opportunity to explain their position to the Board of Directors. The Board of Directors, by
majority vote of the Members, may affirm, modify or reverse the decision of the Executive
Committee, subject to any insurance or reinsurance contractual obligations.
Any Member may seek binding arbitration, if available, pursuant to the Pool's General
Coverage Document and, is not required to appeal a coverage or indemnification declination to
either the Executive Committee or Board of Directors.
Article 16 - Contractual Obligation
16.1 Enforcement: This document shall constitute a binding contract under the Florida
Interlocal Cooperation Act of 1969 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
20
PUBLIC RISK MANAGEME04T OF FLORIDA
Member. The terms of this Intergovernmental Agreement may be enforce 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 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.
16.2. Attomevs' 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 17 - Expulsion or Termination of Members
17.1. Expulsion. By the vote of two-thirds (213) 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:
17.1.1. Failure to make any timely payments due to the Pool.
17.1.2. Failure to undertake or continue loss reduction and prevention
procedures adopted by the Pool.
17.1.3. 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.
17.1.4. 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.
17.1.5. Failure to cant' out any obligation of a Member which impairs the ability of
the Pool to carry out its purpose or powers or functions.
17.1.6. The Member has given the one (1) year notice described in Section 4.2
and 4.3 above.
17.2. 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
21
PUBLIC RISK NANAGEVENT OF_FLORID&
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 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.
17.3. 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, loss 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 18 - Soecial Provisions for Deferred Fundinq
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 such year by a Member is referred to herein as Deferred Funding. Members
and former Members during any year for which there existed Deferred Funding may be required
by the Board of Directors upon recommendation of the Executive Director to pay their applicable
portion of the Deferred Funding in subsequent years. Members or former members will be
allowed forty-five (45) days after notification to make any payments of Deferred Funding. The
amount of any payments required for Deferred Funding as to each Member shall be based upon
the same formula as was used in establishing the Annual "Loss Fund' Contribution for that year.
Article 19 - Termination of the Pool
19.1. 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 at the dose 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.
19.2. 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.
F-7
PUBLIC RISK MANAGEMENT OF FLORIDA
In witness whereof, this agreement has been executed by the Entity:
The approval of the foregoing agreement was passed by the Entity:
on the day of , 20-, and attached hereto, I do
hereby execute and the does hereby attest to my signature as evidence that the
has 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.
Chairperson of Board, or Council
Chairperson, Public Risk
Management of Florida
ATTEST:
This day of , 20-
23
PUBLIC RISK MANAGEMENT OF FLORIDA
~ i iuQ'll ~1JAfJa~'d+,:
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CHARLOTTE COUNTY
L&A,Mif
City of Punta Gorda
CITRUS COUNTY
DARE
City of Crystal River
LEVY COUNTY
Levy County BOCC L
DESOTO COUNTY
LEECOUNTY
Desoto County BOCC
Lee County Port Authority
GLADES COUNTY
MANATEE/SARASOTA
Glades County BOCC
COUNTIES
City of Moore Haven
Town of Longboat 1<ey
Sarasota ManateAirport
GULF COUNTY
Authority
Gulf County BOCC
OKEECHOBEE000NTY PINE
HARDEE COUNTY
City of Okeechobee
Hardee County BOCC
Okeechcobee County BOCC
City of Wauchula
ORANGE COUNTY
HENDRY COUNTY
City of Winter Garden
Barron Water Control District
Southern
City of Clewiston
PALM BEACH COUNTY Reglion
Hendry County BOCC
City of Belle GLade
City of LaBelle
City of Pahokee
South FLordia Conservancy SARASOTA COUNTY
HERNANDO COUNTY
City of North Port
CitvofBrooksv>De
PASCO COUNTY
HIGHLANDS COUNTY
City of New Port Richey SEMINOLE COUNTY
City of Port Richey
City ofAvon Park
City of Zephyrhills City of Lake Mary
Highlands County BOCC
City of Longwood
Town of Lake Placid
PINELLAS COUNTY City of Oviedo
City of Sebring
Town of Belleair
Sun n' Lake of Sebring
City of Gulfport
HILLSBOROUGH COUNTY
City of Indian Rocks Beach
Town of
th City
City of Temple Te-ce
City of Safety fety
Harbor
City of St. Pete. Beach
City of South Pasadena
HOLMESCOUNTY
Holmes Country Bocc
POLK COUNTY
City of Fort Meade
Crty of Lake Vvbles
LAKE COUNTY
City of Eustis
Town of Lady Lake
City of Teveres
24
MAR"
4,. 11
Revised 10/1/08
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