Resolution 94-791WF(ER£AE, Public Risk Management serves as the insurance
carraer for the City of Longwood, and
WFtEREAS, t City o£ Longwood's liability, property,
mobile, and worker compensation r ranee are all covered by
Public Risk Management of Plorida, and su
That tRe attached INTERGOVERNMENTAL
OOPERATIVE A F.MENT (A C
R THE PUBLICRR AGEMENT OF FLORIDA) i
hereby adopted axdM made part of thv.,
resolution by reference thereto.
PASSED AND ADOPTED THIS ~~ DAY OF DECEM£ER, 1994.
yY /.i ~~-/1.14
iris-L. Bens Mayor
iliiCAiION
G~.a1!4< o p t ~efGf^ ~,^v once n
r ld'ne Zambr Cvty C erk moo oo ks^C~e,c o~ I~~~
;,
eLu 1
Gr C
Approved as to form and Segallty for the use and reliance of the
City of Longwood, Florida only. ,~-~-~~"
/ ~ ~i=/_~
Richard S. Taylor, ., City Attorney
AS AMETiD D AND RESTATED THROUGH Su a 10 1994
PEA ~
1
Article 1 I N D E %
Name and duration
1 Article 2 Definitions '
3 Article 2 Purpose
3 Article 3 Power and Duties
5 Article 4 Participation and Term
6 Article 5 Commencement of the Pool
6 Article 6 Hoard of Directors of the Pool
\
9 Article ] Hoard of Directors Meetings
10 Article 6 Pool Officers
12
19 Article 9
Article 10 Finances and Risk Management Pool
Excess i
15
Article 11 nsurance
Obligations of Members
1] Article 12 Liability of Hoard of Directors or Officers
1] Article 13 Additional Insurance
1] Article 14 Optional Defense by Member
td Article l5 Contractual obligation
18 Article 16 Expulsion or Terminatlon of Members
20 Article 1] Termination of Poel
ARTICLES OF ASSOCIATION
AND BY-LAWS OF
POBLIC RISK MANAGEMENT OF FLORIDA
(P W4)
HE ST KNOWN TFIAT.
The below n med Public agency o agencies of the State of
Florida foz the purpose of forming a isk m nagement and self-
iation pssrsuant to the termsaof Florida Statutes
Sectionsa]68508(t4), 440.5"1, and 163.01, Florida Interlocal
Cooperation Act o£ 1969, do bind themselves contractually to and
adopt these Art.i.cles of Association and ey-Lavs.
Article 1 - Name and Duration
1.1 The n of this a iation shall be Public
Risk Management of Florida, referredsto hereinafter as the cool.
Article 2 - Definitions and P
2.1. pefinitio sed in this agze en t, the following
terms shall have thesmeaning hereinafter seteout:
ual Payments" The a unt each Member must a ua11y pay
to fundnthe anticipated costs of the full operation ofnthe Pool.
"Excess Insurance" - Insurance purchased by the Pool from
ompanies and/or Lloyds of London, o other s milar
en titiese approved by the e and of D ectors, o any c mmittee
appointed by the a and for such purpose, to c r lasses over a
preset aggregate a unt up to a preset m unt of
rage. rchaseoof such i nce is notuvntended to, nor
does it warve sovereign rmmunity a
"Saint Self-insurance" "Self-Funded" - A self-insurance
self-funded program i which Members agree to a ent
ua11y, and whey required, supplementary assessmen is etom
support the Risk Management Pool.
The public agencies of the State of Florida
which inmtially or later enter into the intergovernmental
association established by this Intergovernmental Agreement.
"Pool" Public Risk Mangagement of Florida established
pursuant to the C nstitution and the Statutes of the State of
Florida by this Intergovernmental Agreement.
isk M nagement" A program attempting to reduce or limit
ualty andaproperty losses t embers and injuries t employees
sed by o arising out of the operations of Membeis.o Where
claims a e the Pool will provide pro ing o£ claims,
estigation, defense and settlement within the financial limits
ofvthe Pool a established i ordance with this
intergovernmental Agreement andcwill tabulate such claims, costs
and losses.
"Risk M nagement Pool" A fund of public m established
by the Pool to jointly self-insure and self fund property
rages, general liability, automobile liability, professional
liability, public officials' liability and workers' compensation,
and any other coverage lines approved by the Board of nvrectors.
"Self-Insurance" - The decision by a public agency not to
purchase i rage fox risks below certain limits; to
eek and m intainei nities provided by law for a red
public agency; to rely upon its financial capabilitiesrtoupay
red losses which o e third-party claims a e held
valid and not barred o cappedcby a ailable i nities and to
purchase s e to protect against catastrophic o
aggregate lossessu TRe purchase of liability i e by the
ool o of its Members v not intended m,nanaaaoea not,
eign i nity. rchase of 1iiability r shall
onlyebeopur ant touFloridaPStatutes which allow Eozuthecpurchase
of i euby the Pool without the w of s eign i unity
by theuPOO1 o any of the Pool's nembersvand is notrpursuant to
any other statute of the State of 'Plorida.
"Stop L s Excess Insurance" e purchased by the
ool from i ompanies and/ox Lloydscof London, approved
by the B ardsofa- ectors, o any c mmittee appointed-by the
Hoard for such purpose, to write c rage up to a on trac ted
unt far individual losses e eed ing a specifiedca unt to be
bor e by the Risk M nagement Pool. rchase of suchmi urance rs
notnrntended to, nor does it, warve sovereign immunityns
"Supplementary Payments" embers shall also be obligated
required, to make supplementary payments if the a unt of the
annual payments shall be insufficient to fund the operations of
Total A ual Payroll" Total of wages and/or salaries
xcluding premium o ertime and other employee benefits Sncur
by the employee during the calendar year.
2.2. _~. The Pool i oopera five agency voluntarily
established by Members a set for th i Florida Statutes .Sections
163.01, ]68.28 and 490.5] for the purpose of seeking the
prevention or lessening o ual ty and property 1 s to
embers and injuries to p mployees which might r salt
in c s being made ayainst Members. the purpose of thiseFOOl
s toot rry out and effect the agreed upon functions and purposes
of thisalntergovernmental Agreement as stated herein.
It is the Intent of the Members of this Pool to c eate a
entity which will administer a Risk M nagement Pool and utilize
uch funds to defend and protect, i ordance with this
Intergovernmental Agreement, any Memberoof the Pool a nst
liability for a covered loss. .This Agreement shall constitute
A11 funds contained within the Risk Management Pool a
funds directly derived from its Members who a e public agencies
of the State of Florida. It is the intent oErthe Members i
entering into this Intergovernmental Agreement that, to then
fullest extent possible, the scope of Risk M nagement undertaken
by them through a Joint Self-Insurance of Self-funded program
ing governmental funds shall not w n behalf of any Member
uch Member's employees as definedr in Florida Statutes Section
60528, any defenses o ni ti es therein provided, or provided
by the laws of the StateroFnFloiida. The Pool and the Members of
this Pool vntend to effect n of s eign i ni ti es
through their u of public fundsVretainedVwithln tneuRisk
nagement PoolSe uch funds being utilized to protect against
ordance with Florida Statutes Section ]68.28, a not
intended toot ns ti tote the e istence, v r purchase of a
policy for i This Intergovernmental Agreement v not to
be c sideredssuchoa ould c e this Pool to be treatedsa
within therm ing ofsany legislation giving riskston
liability o applicability to far damages, costs, fees
expenses etc., under FloridanStatutes Sections 629.tss,
626.9591, 626.9561, 62].426, 62].928, o other statutes
applicable to insurers rn the State of Florida.
Article 3 - and puti es
3.l The powers of the Pool to perform and
omplishPthe functions and purposes set forth herein, w.i thin
the budgetary limits and procedures set forth in this
Intergovernmental Agreement shall be as follows:
3.1.1. establish ey-Laws and Amendments to
By-Laws, and o ratio~al procedures governing t operations of
the Pool w ichpa istent with this Intergovernmental
Agreement as setrf orthsin Florida Statutes Sections ]68.28,
163.01 and 440.67 and to not v reign i nity not
ved statutorily under FloridaVLawnyandVto expressly negate any
past, present, or future w of s eign i nity under
Florida Statutes, and to continue to negate a of
eign i unity for discretionary and planningafunctions of
government.
3.1.2, employ agents, employees and independent
ontractors and appro a the rate of compensation, benefits and/or
ontracts that apply to Pool employees, Pool officers and s
providers, and to a all bene£i is of Florida Statutes Section
163.01(9)(a) and allsother applicable Florida Statutes.
3.1.3. To .lease real property and to purchase o
lease equipment, machinery or personal property necessary for the
carrying out of the purpose of the Pool;
3.1.4. To c rry out educational and other programs
relating to risk reductions;
3.1.5. e the c eation o£ this Pooi and s e to
the collection o£ fundscfor the continued administration o£ the
Risk Management Pool;
3.1.6. To purchase E and Stop Loss
Excess Insurance to supplement thecRisk M nagement Pool without
such being a waaver of sovereign immunityaunder Florida Lav;
3.1.7. To establish r nable and n ary loss
reductio and prevention proceduresawhich shall becfollowed by
the Members;
3.1.8. o provide Aisk Management s ncluding
the defense o£ and settlement of claims and to haver the assthority
granted by Florida Statutes Section y68.2d(t4);
3.1.9, negate pursuant to Florida Statutes, any
vmplication of a of s eign i nity, and to negate any
of s reignvi nity other thanmto the extent required
undeirFloridaeStatutes~Section 768.28.
3.1.10. To act solely within the budgetary limits
established by the Members to c out such other activities a
drily implied or required to carry out the purposes of
the Poolss
3.1.11. To sue or be sued as a separate legal entity
4.1. T rite initial term of the Pool snau be from 12:01
October t, 1987 to 12:01 a September 30, 1969. Alter
the initial two (2) y x term of the Pool, the term shall
automatically be r wed for additional terms of two (2) years
ach, vided, however, the Members m through the n
providedri ection 6.9.4. terminate theyPOOl a of the endeof
the initial or any additional term during vhichssuch action is
taken.
4.2. Notice of Withdrawal. 0 long as the Pool shall
ontinue i rstence, ent a w Member joining the Pool
shall r ember fozyactwo-year term (except a set forth z
Sectione4a4nbelov). Titus, ember joz ing thesPOOl for then
final year of a two-year termnshall be obligated to continue a a
Member o£ the Pool Eor at least the first year of the n w two-s
year term if the Pool i not terminated. After a ember's
nitial two-year term with the Pool, such Member may withdraw
from the Pool at the end of the fiscal year upon the giving of at
least o s prior written notice. Such notice shall be
addressed loathe E cutive D ector of the eool and shall be
ompanied by a solution of the governing body of the Member
electing to withdraw from the Pool. Such notice m also be
given at least o e (i) year prior to the end of theyfirst tvo-
year cycle to effectuate withdrawal at the end of that cycle.
4.3. Actual Withdrawal/Re red Withdrawal. Any Member who
has s wed the E cutive D ector with prior written notice of
its intent to withdraw at least o e (i) year prior to the
beginning of the fiscal y r fox which the notice to withdraw i
applicable, shall v rify r riling to the Executive D ector o
r before August i5eprior towthe beginning of such fiscal yeax,na
ri£ication as to whether the Member intends to actually
withdraw from the Pool at the end of the c ent fiscal year.
ailure to give such v rification o r before A ust 15 prior to
the beginning of the fiscal y r for which noti cegof intent to
withdraw applied, shall be deemed a cation of the prior
notice o[ intent to withdraw; thus, binding the Member to the
Pool fox the e rng fiscal year, vided, however, any Member
who gives written notice of its intent to withdraw from the Pool
e than o e during a y three (3) year period, may be required,
atrthe option of the H and of Directors, to vi thdraw from the
ool on the s and such notice. action to expel a ember i
this m shall be taken by theAB and of D ectors prior to n
Augustal not the c ent fiscal yeas rn the manner described in
Article 16 hereafter.
9.4. Admission of N embers. The Pool's C cutive
Committee shall establishwand periodically r xstandards, and
the approval process, for the admissi on o embers.
approval of these standards, and oC the approval proces s, DPOr
admission by the Board of Directors, the Pool's executive
Committee m y grant or deny admission to proposed n embers
based upon such criteria. Such standards may allowafor-a
ember c into the Pool after the first day o the fiscal
o berobligated to be a Member f r less thanft enty-four
(24) months, but not less than eighteen (18) monthsv such that
the efeecti~e gate of any termrnation is on the last aay of a
fiscal y r of the Pool.
Article 5 - Commencement o£ the Poel
5.1. C ent Date. The Yool shall commence operations
on October 1mm19Hym
Article 6 - and of Directors o£ the Pool
6.1. The Board. There is hereby established a and of
Directors (sometimes hereinafter referred to as the HBOard") of
the Pool. Each Member shall appoint o e (1) person to represent
that body (the "Representative") on the B and of D ectors for a
term o£ o e (1) year along with another person to s ve as an
alternatenrepresentative (the "Alternate") when thee
Representative i noble to c rry out that Representative's
duties. The Representative and Alternate shall be appointed i
riling by the governing body o£ the Member and copy of written
appointment shall be provided to the Pool. Once such
appointments a made known to the Pool, the persons appointed
shall r eofEice until the Pool r vidence i
ritingeofrthenappointment of other personsvby the Memberns
governing body. The Representative and Alternate selected must
be either an employee or elected official of the entity.
6.2. The chairman and Vice Chairman. The e and o£ Directors
hall bi-annually select a Chairman and V e Chairman during the
final quarter of each two-year term to s e during the
subsequent two-year term. o person m s Chairman of the
and of D ectors for m e than tvo (2) c tali ve full
tvo-year terms. Tne Chairman shall presidenat all meetings of
the Hoard. The Chairman shall vote o all matters that c
before the e ord. The Chairman shallnhave such other powers as
he ay be given from time to time by ac t.i on of the Hoard.
The V e-Chairman shall c rry out all duties of the Chairman
of the B and during the absence o nobility of the Chairman to
perform such duties and shall c out such other functions a
signed from time to time by the Cnairman of the Board ofs
Directors. The Hoard of Drrectors may from time to time appoint
6.3. and R sibilities. Tne Hoard o£ Directors shall
Dave the responsibility f (11 hiring of Pool oft
non-clerical employees andri ndependent contractors;
by the Pool; (3) approval of a ents to the I ergovernmental
ent; (4) approval of t eptance o embers and
a pulsion o£ Members, e cepththatathe approvalemay De delegated
to the Executive Committee under Article 4 above, or by such
procedures a ontained in the motion making delegation; (6)
approval andsa endment of the a ua1 budget of the Pool; 16)
approval o£ the operational procedures developed by the E cuti ve
ec tor; (~) approval o£ educational and other progra relating
to rrsk reduction; f8) approval of r nable and n y 1DSs
reduction and prevention procedures which shall be followed by
all !embers; (9) approval of a uzl and supplementary payments to
the Risk M nagement Pool for each Member; and (10) termination of
the Pool in accordance with this Intergovernmental Agreement.
6.9. Voting, ach Member shall be entitled to o e (t) vote
on the Yoard of Drrectors. Each vote may be cast onlynby the
by the Alternate. o proxy votes o absentee votes shall be
permitted. Voting shall be conducted by sealed ballot, shoe of
hands o any method established by the s ard. imple majority
vote of those Representatives present shall be required to pass
any motion. Provided, however, nothing herein shall preclude
~o tin9 o any matter v ailed or facsimile transmission ballot.
On such matters, the Chairman and the Executive Director of the
ool shall c ach Member's Representative and Alternate to
e the proposed ballot which will include at a m the
ter trof the motion to be voted upon and the purpose ofnsuch
motion. Only the Representative or the Alternate m vote on
ach ballots (not bath). If both the Alternate anday
Representative submit ballots, only the Representative's ballot
will be c anted, ailed or facsimiled ballots must be returned
by the date required in the ballot, which will be n axlier than
fourteen (147 calendar days (five (6) calendar daysofoi votes
dealing with the approval of n embers) after the mailing o
transmission date and no later thain thirty (30) days (five (5)
calendar days for votes dealing with the approval of n embers)
after the mailing or transmission date of such ballo t.aw avorable
votes by a majority of the Members' Representatives (or F
Alternates in their absence) entitled to vote shall pass any
action; unless a action is taken which i subject to 6.9 below,
which c e passage will be based on the required number of
votes a ifseach Member's Representative o Alternate w s present
at a regular or special meeting called to decide such question.
6.5. _ entative~. The a en tati ve selected by the
ember shall s until a s been s ected.
Repzesentativeechosen by theumemberrm y be r wed at a yTtime by
the vote of the Member's governing body. Ina the event [hat a
n the position of Representative o Alternate
selec{ed byuthergoverninq body of a ember, that body shall
appoinT a riti ng within 60 days of such v
ing.suThes£ailurewo member to select a Representative or
theufailure of that p n to participate shall n affect the
esponsibilities or duties o a Member under this t
Intergovernmental Ag ement.f
6.6. The E cut' Committee end other c mmittees. The
and of Directors shall have the power to establish both
standing and ad hoc c mmittees to further the functions and
purpose of this Pool.o Unless the B and of D ectors shall
establish s other p cedure, the authority for .selection of
Representativ Alternates s ing on the B and of D ectors
who shall s uch c mmi trees and chair them shallrr side
with the Chairmannof the Board of Directors. The Chairman of the
Board of D ectors may appoint n voting and n n-paid persons
who a not Members of the B and of D ectors to s
mmittees of the Pool. The H and of rD ectors shalledic tale to
the E cuti ve Director the guidelines for authorizing the
settlement of claims. The Hoard of Directors shall establish a
eutive c mmf tree. Tnat E entire c mmittee anall n iet ofn
the Chairman of the B ard,.tf.e Vice Chairman of the B ard, the
Treasurer and two Representatives appointed by the B ard, o
Erom the southern a o£ the Pool and o e from the northernea ea
of the Pool, a uch ea e designated on the attached map
exhibit "6.6".s The BoardsofrDirectozs may grant to the e cu rive
Committee the authority to approve expenditures, authorizeea
settlement of claims and suits and take such other action a
shall be specifically delegated to the Executive Committee s
6.]. ODera ling Rules. The B and of n ectors may establish
rules governing its o onduct and procedure not inconsistent
vi th this Intergovernmental Agreement.
6.8. Quorum. A quorum shall c ist of a majority of the
Representatives (or in their absenceotheii Alternates) s ing on
the Hoard of D ectors. Except as provided in Section 6e9~
herein, o elsewhere in this intergovernmental A en t, a
imple majority of a q orum shall be sufficient toepass upon all
matters.
6.9. saner-Maiority Votinv. A greater vote than a majority
of a quorum shall be required to approve the following matters:
6.9.1. uch matters as the e and of o ectors shall
establish within its rules as requiring for passage a vote
at least equal to the greater than majority vote required by the
proposed rule.
6.9.2. The expulsion of a ember shall require the
two-thirds (2/31 vote of all the Representatives serving on the
6.9.3, endment of this intergovernmental
Agreement except s provided in Subsection 4 below, shall require
the two-thirds (2/3) vote of all the Representatives serving on
the Hoard of Drrec tors.
fi.9.9. The a endment of this intergovernnental
Agreement to c e the termination of this Agreement s ner than
two (2) years after its c ent o reduction o
elimination in the scope of lossmprotection set out in Article 10
to be furnished by the self-insurance pool derived from payments
from the Members, shall require that specific written notice of
the proposed change be sent by registered o ertified mail to
the governing body of the Member and to the Representative and
Alternate o£ the Member s inq on the e and of Directors, n
less than ten (10) days prior to a eeting at which this matter
s proposed and the amendment as proposed o ended at such
and meeting must r e the approval of twosthirds (2/37 vote
o£ all of the then c ent Representatives for in their absence
their Alternates) representing the then Members o£ the Pool.
6.10. Compensation of e and of D ectors.
Representative o Alternate s ing onrthe Board of Directors
shall receive any salary £romethe Pool.
Article ] - and of D ectors eet3pg;
].1. Meetin Regular meetings of the Hoard o£ D ectors
shall be held at least four (4) times a The tentative
times, dates, and locations of regular meetings of the H azd
shall be established at the beginning of each fiscal y Any
item of business may be c sidered at a regular meetinga
ncludingthe scheduling of future regular meetings." The
cutive Director shall attend all e and meetings and Executive
Committee meetings to s advisor and to report as the
administrative officer ofv thes8ool.
].2. H i.al Meetings. Special meetings of the Hoard of
ectors maycbe called by its Chairman, ox by any three
Representatives (or in their absence their Alternates). The
Chairman o n his absence, the v e Chairman, shall give ten
(10) days written notice of regular o special meetings to the
Representative and Alternate of each Member and a agenda
specifying the subject of any special meeting shall a ompany
uch notice. onducted at special meetings shall be
limited to thoeesitems 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 Drrectors, or rn
his absence, by the Vrce Chairman.
].3. Conduct of meetings. o the extent not contrary to
this Intergovernmental AgreementT and e cept a modified by the
and of n Robert's Rules of Order, latest edition,
shall governeallrmeeti ngs of the 8 aid of D ectors. nutes of
all regular and special meetings of the B and of D shall
be sent to all Representatives (oi in their absence theo=s
Alternates) serving on the Hoard of Drrectors.
Art'cle B - ool officers
8.1. Officers. O£f icers of the Pool shall c ist of a
Executive D ector, a Secretary and such other n
officers a establ~i shedufzom time to time by the e and of
ectois.s All Pool officers shall be appointed by the Hoard of
Drrectors.
8.2. E cutive D ector The E cutive n ector 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 c rry out the policy and operational procedures o£ the Pool
established in this Intergovernmental Agreement and by the
Hoard of Drrectors. Among the Executive Drrector's duties shall
8.2.1. The E cutive U ector m sign, with such
other person authorized byethe Board of D ec{ors, a
nstruments which the H and of D ectors have authorized to be
cu ted and, rn general, shall perform all duties r cident to
the office of E cutive D ector and such other duties as ay be
prescribed by the Hoard Df Drrectors.
8.2.2. mhe E cutive D ector shall prepare a
proposed a ual budget andeproposedra ual Risk Management Yool
payment and, where required, supplementary payments to the Risk
management PoDl and shall submit such proposals to the Board of
8.2.3. The Executive D eetor shall, where
ary, make r endations regarding policy decisions, the
ea lion of otherePOOl officers and the employment of agents and
independent contractors. At each regular meeting of the e and of
Oirectois and at such other times as he shall be required to do
so, he shall present a full report of his activities and the
to all Members on all claims Eiled and payouts made
ft.2.5. The Executive D ector shall, within the
f the approved o ended budget, employ all
ial,oclerical and ether sum filar help and expend funds Eor
administrative expenses.
8.3. T a.u er. The Treasurer shall:
-.3.1. charge and custody of and be responsible
fox all funds and s riti es of the Pool; e to be r wed
and given all r eipts for m neys due and payable to thecPOOl
from any s ewhatsoever; ~ e to be deposited all such mo eys
n the n uofethe Pool i uchsbanks, s ings and loan
iations o other depositories, thataa cognized a
aoualified Public Depositories" by the State T operating
under Chapter 2-o Florida Statutes, a shall beeselected by the
Board of D ectors, c e to be i ested the funds of the Pool a
not immediately required i uch s rities as the Board of s
ectors shall specifically or generally select from time to
time; and cause to be maintained the financial books and records
8.3.2. n general, perform all duties i cident to
the office of T and such other duties as from time to
tim y be signed to him by the E cutive Director or the
ardmof D ectors. Nothing herein shall prevent the T
from delegating, v riting, the Functions of the office touthird
parties, whether members Df the a and of D ectors, employees of
the Pool, or third parties. , the Treasurer shall
vntain the control and responsebi li ty for the execution of such
functions by such delegates.
ft.9. Secretarv. The Secretary shall i notices of all
Hoard meetings, and shall attend and keep theum notes of the
The Secretary shall have charge of all corporate books,
orris and papers; shall be custodian of the corporate seal; and
shall keep all written contracts of the Pool. In general, the
Secretary shall perform a11. duties i cident to the office of
Secretary and such other duties as from time to time may be
signed by the E cutive D ector or the a and o£ D ectors. In
of the absence or disability of the Secretary, the duties of
the office shall be performed by an Assvstant Secretary.
8.3. Third Party Delegations. The e and may select a
financial institution to c out s all o£ the functions
which would otherwise be a signed to a and m select a
isk m nagement company o sagent to s uclaims administrator
r to c rry out s all of the functions which would
o thervise be a signed to the G cutive D ector. The e aid m
also employ persons o ompanies a independent contractors t y
ca y out some of allro£ the Eunc Lions of officers of the Pool.
e.6. oeficer v m the absence of the E cntive
eceor, T rnsec~etarr, o n the e ent of the
nability o ret~sa>°of anon of ficersl to aoe,~cne chairman of the
ara of D ectors m erform t e antiea of the e cntioe
Drrector, x~easnrer secretarr~ ana, when so acc,~q, snap nawe
upon the Executive Drrector, Treasurer or Secretary
Art'cle 9 ~ and Hisk M ent Pool
9.1. Fiscal Y The fiscal y of the Pool shall
commence en Octeberai, and end on September 30, of each year.
9.2. Bud et. The a and of D ectors or the E tali ve
Committee shall approve a preliminary budget for the
administration of the Pool by June 1, of each year. Copies o£
all preliminary and final budgets shall be promptly mailed to
ach Member of the H axd of D ectors. The H and o£ D ectors
shall, by August l of the yeas prior to the start of each fiscal
year adopt a final budget and determine the a ant of the A ual
Payment to be made by each Member and the dateoupon which the
payment is due. ailure of the B and of D ectors o the
cutive Committee to appro a preliminary or final budget
within the times set forth within this Section shall not relieve
the Members of the obligation to make A ual or Supplementary
ents to the Pool so long a ach budgets a e finally adopted,
andmthe Member e given at least thirty (30) days after the
passage of tnesfinal budget i which to make A ual Payments to
the Pool. Members will be alloyed forty-five (451 days after
notification to make Hupplementary Payments.
9.3. A ual P actors. In determining the a ant of
the Annual Paymentaduen£rom each Member, the H and of Di~ectors
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 o ned 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 payroll of the member;
9.3.6. Se 1f -funding contribution to the Poel;
9.3.y. The budget of the Member; and
9.3.8. The claims and loss experience of the Member
The B and of D ectors shall establish a ua11y a ost
if risk allocation vhichrit utilized i making thenallocation o£
the amount of the Annual Payment due From each Member. This
applied equally to all Members s milarly situated during such
period of time as it is uti lizedl
mhe e and eE n ectors m y grant debits o redits to
embers with above or below a e loss o claims r orris. The
unt of such debits o reditsamay not vary m e than 253 above
robelow the unt whichcthe ember ould pay 1f it w not to
have been granted the debit o reditW In establishing the loss
and claims r ord of the Memberc the e and of D ectors m
utilize the loss and claims experience of the Member during
latest 3 years of the Yool.
9.4, a~dcet Amendments. Budgets m y be a ended at a y time
by majority vote of the a and and calls afor Supplementaryn
Payments m y be made by the B and of D ectors, providing,
however, that such additional S mayrbe called for i a total
unt attributable to any o e year o£ n e than the a unt
stipulated as the Members m ualopremium adjustment for
that y The e aid shallaalsommake calls for Supplementary
Payments from Members which have withdrawn or been expelled for
s during which they w embers. The forwarding of such
ual and Supplementary Payments within a time specified i
notices to the Members giving them not less than forty-fiven(45)
days to make such a ual payments and sixty (fi0) days to make
supplementary payments, shall be of the e of this contract.
Supplementary Payments shall only be requiredcby the Board of
ec for situation r which there i nable c rn
that thess ing from the An ual Paymen tsawill not bece
sufficientu to meetnthe responsibilities of the Pool established
n this Intergovernmental Agreement. embers shall be
esponsible for Supplementary Paymen tsl^during the entire life of
the Pool and any later period when claims o expenses need to be
paid which a attributable to the year of membership when the
ent out ofrwhich the expense o claim o red. Supplementary
Payments may be called for i umber ofcindividual requests
provided that the total a untaof the Supplementary Payments may
not exceed the maxrmum amount permitted.
9.5. P ents - subsequent y the e and of
ectors m ympermit therA ualno SupplementarysP ents to be
made o onthly or quarterly basis. The a unt ofmany
Supplementary P ents required sRall be based upon the s
formula as was used in establishing the Annual P y ent formthat
9.6. Retirement Fund Obligations. embers shall be both
rally and j intly liable to the State of Florida Department
otxdministzation, Divisvon of Retirement for any Florida
outlined in the intergovernmental Agreement, Article it
either been paid pr provision has been made for such payment, the
and o£ - ec tors as then c nstituted shall distribute surplus
funds to the Members who c ns ti toted the membership of the Pool
n that prior y after First deducting therefrom r noble
administrative and other n allocated costs v redeby the Pool
n the processing of the claims in y otheinthan the o
which the claim w made. The distribution a ong the Membersn
shall be in the same pzopoition to the total as vas their Annual
such yeas.
9.8. Audit. The Board of nvrec tors shall provide to the
be made by a ertified public a untant at the end of each
Fiscal y ordance with generally a cepted auditing
principles iTheca ual report shall be delivered to the Chairman
of the governing body of each Member.
Article ~o - c s xnanrance
10.1. Excess Ins The Pool will purchase Excess
and/or Lloyds of London, approved by the e and of D ec tors, o
mmittee appointed by the B and for such purpose, v act
ants a shall be approved by the H and of o ectors, but such
pu~chase does not, and i not intended to vavve sovereign
immunity under Florida Law.
t0.2. Htop Loss E addition to the stated
ragess thesPOOlcwill obtain when possible,
aggregates5topuL uch that in the e ent that
the Pool should i inglesyearcexpend a aggregate s
set from time to timeyby the B and of D ectorsvfor the p entum
of claims, the Stop L rotecti on wouldypay
additional claims aboves that a unttoncer{gin m ual
ant. The Board of D ectorsoand underwritersashall determvne
the c ent level of the aggregate Stop c
enprotec ti on and i s Simit based upon the current assets
andurisk history of the Pool.
1o.3. r ent tnat a oe losses
should e eedcthe a ant oflc e provided byethesRisk
nagement Pool, theoExcess i d the Stop L
rage f any o Cethen the determinationeof
whetherctocpay such ~ redeloss snap be the obligation of the
individual member o embers against whom the claim v made and
perfected by judgmentMO settlement under Florida Lawas The Pool
snail make payments from the Risk M nagement Pool and the E
and Stop Loss Excess Insurance proceeds in the ordexsin
vhichathe judgments against the Pool nave been entered or
settlements of claims have been reached.
Article t - Obligations of Members
11.1. Member Obligations. The obligations of Members o£ the
Pool shall be as follows:
ll.l.l, o budget for, where n y to levy for
and to promptly pay all Annual and Supplementaryro other
payments to the Risk M nagement Pool at such timesrand i uch
ants a shall be established by the H and of O ectors wi to in
the scopeso£ this Intergov ental Agre ent. Any delinquent
payments shall be paid with ampenal ty which shall be set by the
Board but such rate shall not e eed the highest interest rate
allowed by statute to be paid byca Florida public agency.
1.2. To select, riling, a Representative to
n the H and of O>rectorsl and to select an Alternate
Representativeo
11.t.3. allow the Pool r nable a s to all
Eacili tie of the Member and all r ordsavncludingcbut not
limited to financial records whichsrelate to the purpose or
powers of the Pool.
11.1.4. allow attorneys employed by the Pool to
represent the MemberTi es ligation, settlement discussions and
all levels of li tigationra ing out o£ a claim made against
the Member within the scoper of loss protection furnished by the
Pool.
l.t.i. o furnish full cooperation with the Pool
a ttorneys,lclaims adjusters, the E cutive D ector and any
agent, employee, officer or Sndependent contractor of the Pool
relating to the purpose or powers of the Pool.
11.1.6. o follow i its operations all loss
reduction and prevention procedures established by the Pool
within its purpose of powers.
t.]. report to the Executive D ectoi or his
designee within the time limit specified the followvng items:
. On or before M of e h fiscal y
of the PoDl, thel Member's: number of employees; property values;
number and type o veh isles and the u node of the vehicles;
population of thefgeographic area represented by the Member; and
payroll.
11.1.].2. To report, within five (5) days of
eipt, any and all statutory notices of claims, a well a
and complaint o other pleading before a urt or agency,
involving any claim for which Pool coverage is sought.
t.1.~.3, m report, within ten (10) days of
eipt, any oral o ritten demand for m netary relief for which
coverage rs sought towthe Pool Executive Director.
ll.t.].4. T report to the E cutive Oiie<tor at
the earliest practicable m ent any information of a nce,
claim o cident r wed by the Member and from vhichcthe e
Member could r nobly c nclude that c rage will be sought by
said Member £oras~ch an occurrence, claimeor vncident.
In the e ent that the items set forth above a not
submitted to the Executive Director within the timeeperiods set
forth above, the H and of D ectors of the Pool, by a vote of a
majority of a quorum of thevH ard, at a regular o special
ee ling, m whole or part decline top vide a defense to the
member or to extend the funds of the Pool for the payment Df
losses of damages r red. In r aching its decision, the H and
shall c Sider whether and to what extent the Pool w s prejudiced
its ability to i estigate and defend the claim due to the
failure of the Member to promptly furnish timely notice of the
clai cident to the E esstive n ector, mhe
decisionco£ the a ardrof D ectors shall be £ina1Y ailure of a
Member to abide by these requirements shall also be grounds for
expulsion from the Pool.
Article 12 - iability of e and of D ectors or Officers of the
P of
t2.1. Liabilit of D ectors and Officers. The
Representatives (or in their absence their Alternates) s ing on
the H and of D ectors o officers of the Pool should u
ordinary c and r noble diligence in the e of their
power and ine the performance of their duties hereunder; they
shall not be liable £or any mistake of judgment o other action
made, taken o milted by them in good faith; n r for any action
taken or omitted by a y agent, employee or independent contractor
selected with r nable c r Ear loss i red through
rnvestment of Pool funds, oref ailure to inves tcu No
any other R entative. entatives shall have the
pities p vided by law and in particular Florida Statutes
Section 163.01. The Pool may purchase i e providing
liability coverage for such Representativesrorcofficers.
A t' 1 13 - Add't' 1 2
13.1. Members O ion to Yuxch se Additional Insurance. The
ool through the distribution of the m notes of the s and of
ectors or through other m shallvinform all Members of the
cope and a ant of Excess ora5 top Loss Excess Insurance in force
at all times embership in the Pool shall not preclude any
Member from purchasing any i rage above those a ants
purchased by the Pool. Suchnpurchasecshall not be c nstrued to
eign i ni ty of the Members of the Pool oz the Yool.
ThevPOOlvshall makeuits Facilities a ailable to advise Members of
the types of additional or differentvcovera9es available to Pool
Members.
Article 14 - Settlements
14,1. Settlement/Advance Notice, whenever the Pool proposes
to settle a ending claim o uit where the a ant of that
proposed settlement shall e eed T n Thousand Dollars
($10,000.001, the Member shall be given advance notice of that
settlement. Such notice m y be given by the es tablishment o£ a
ant i of T Thousand Dollars (§10,000.00),
provided that the am ant of the settlement does not e eed the
ant r ved. The officers and employees o£ the Pool shall,
however,eendeavor to give specific oral o written notice to tke
Member's Representative o Alternate of the e act a ant of any
proposed settlement i of Ten ThousandxDOllars
(§t0,00o.00) prior tonthecdate at which the Pool proposes to bind
itself to pay such settlement a un t. The officers, employees or
independent contractors of the Pool shall attempt to give the
Members a uch notice of the settlement negotiations as vs
possible under the cvrcumstances of each case.
Article 15 - Contractual obligation
15.1. Enforcement. This document shall c nstitute a binding
ontract under the Florida Interlocal Cooperation Act of 1969
ong t 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 a riginally written or
validly a ended shall r Doti nuing obligation and
esponsibmlity of the Member.a The terms of this
Intergovernmental Agreement may be enforced in a court of law by
the Pool.
sidexaticn for the duties herewith imposed upon the
embersa to take certain actions and to refrain from certain other
actions shall be based upon the mutual promises and agreements o£
the Members set Eorth herein. This intergovernmental Agreement
may bee cuted in duplicate originals and its passage by the
Member'sxgoverning body shall be evidenced by a ertified copy of
solution passed by the members of the governing body i
ordance with the rules and regulations of such public agency,
provided, however, that e cept to the extent of the limited
financial contributions to the Pool agreed to herein o uch
additional obligations a may c about through a endments to
this intergovernmental Aqreementmn Member agrees o ontracts
herein to be held responsible for any claims in tort o ontract
made against a other ember The Members rntend in the
ea lion of theyPOOl t Mestablisb a organization for Risk
nagement only within the scope herein set out and have not
herein c Bated as between Member and Member any relationship of
rety, indemnification o esponsibility for the debts of or
claims against any Memberz
15.2. Attornevs any legal action between the
pantie ing out ofFthis Agre ent, any attempts to enforce
this Agreement, any breach of Y.his Agreement, the prevailing
party may r nits expenses of sucb legal action including,
but not limitedeto, its costs of litigation (whether taxed by the
urt o not) and its r nable attorneys' fees (including fees
generated on appeals) £iomothe other party.
Article 16 - pulsion o nation of Members
16.1. E oulsi By the vote of two-thirds 12/3) of the
ectozs s ing on the H and of D ectors, any Member may be
expelled. Such expulsion m y be carried out for one or more of
the fol loving reasons.
16.1.1. ailure to make any timely payments or
assessments due to the eool.
16.1.2. Failure to undertake o ontinue loss
reduction and prevention procedures adopted by the Pool.
16.1.3. ailure to allow the Pool i nable a
to all facilities oFF the Member a all r ordsewhich relateeto
the purpose, powers or Eunctioningdof theePOOl.
t8 -
16.1.9, ailure to furnish full cooperation with the
poi's attorneys, claims adjusters, the E cutive D ector and
any a9ent~ employee, officer o independent contractor of the
ool relating to the purpose, powers and proper functioning of
the Pool.
16.1.5, ailure to c rry out any obligation of a
Member which impairsrthe abilityaof the Pool, to carry out its
purpose or powers or functions.
16.1.6. The Member has given the one (1) ye r notice
described in Section 4.2 above.
16.2. Notice. No Member may be expelled e cept after notice
from the Pool of the alleged failure along wi thxa nable
opportunity of not less than thirty (30) days to c e the alleged
failure. The Member m request a hearing before the e and
before any decision r made as to whether the expulsion shall
take place. The e ara shall set the date for a hearing which
shall not be less than Fifteen (16) days after the expiration of
the time to c e has passed. A decision by the fl and to expel a
Member after notice and hearing and a failure to c e the alleged
defect shall be final. The - and of Directors mayues-tablish the
date at which the expulsion o£ the Member shall be effec ti ve at
y time not less than sixty (601 days after the vote expelling
the Member has been made by the H and of D ectors. iF the
motion to expel the Member made by the H and of D ectors o
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 Hoard of Directors expelling
the Member.
16.3. R sibilities of T hated Member. After
expulsion oretermination whether voluntary o voluntary, the
former Member snail continue to be fully responsible and
obligated for its portion of c red claims against the Pool
which < red claims w red during the term of its
embership, along vitneanyr other unfulfilled obligations a if it
still a Member of tree root. Tree expelled or termiaatea
ember shall, after expulsion or termination, no longer be
entitled to participate or vote on the Hoard of Drrec tors.
17.1. T nation. If, at the c reclusion o£ a y term of the
Pool, the B ardrof D ectors votes to discontinue the e istence
of the Pool i ordance with Section 6.9.9., then thex POOL
shall cease itsaexistence at tree close of the then current fiscal
continue [o meet on such a schedule as shall be necessary to
out the termination o£ the affairs of the Pool. It i
ontemplated that the and of D ectors m y be required tos
on time to hold meetings for s substantial period of time r
order to a omplish this task, ~ncluding the settlement of all n
red claims i red during the term of the Pool. The former
Members shall continue to be fully responsible and obligated for
the portion of covered claims and expenses assessed against the
cool.
1].2. Post Terminati 'lities f Member. After
termination o£ the Pool the Member shall continue to hold
membership on the H aid of Directors but only for the purpose of
voting o matters affecting their limited continuing interes{ in
the Poolnfor such years as they w embers of the Pool. All
Members upon a general terminationrofMthe Pool shall r n fully
obligated for their portion of any c red claim and expenses
against the Pool which w red o Bated during the term of
their membership, along withnany other unfulfilled obligations,
ncluding but not limited to calls for supplementary payments £or
years of their membership which may be required and called £or in
subsegvevt years.
i witve whereof this agreement has been e toted by the
Entityn G1ty of Inncwwd Florida The approval of the
'~ forgoing agreement v sed by the
Entity: Inn¢.rood Citv Camussion n the 5[h day of
Deca~ber 19 94, and a ached hereto, I do Fereby e cute and
the Ci[y Clerk does hereby attest to my signature a
yiaence that -the I.onynxod cicv ~ mibsion Has appxo~ea
and hereby becomes a bound signatory member of the
"Intergovernmental Cooperative Agreement" for Public Risk
nagement of Florida, a copy of which i attached Hereto, and
which is pursuant to Florida Statutes Section 163.01, which
commenced its term on October 1, 198].
ATTE T: City of ioergcood, Florida
Ci z Clerk ~j ~- ~
Vez ldin Za~r-i. 0.'OC¢nNGef/ F~
Tnie ~ aay of 19p .