Resolution 94-791Acarrier poi he Gity of .,ongoiaod, anfl
I hlt tAl Ittllhld 1A I 1-0-AN-N-1
1--EAl A 11 11- 1— 7
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, fiFyor
A 17.1
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AS AMEND a 10. 1994
PAGE
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6
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15
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--ll 1
N— ..d duration
Article 2
Definitions
Article 2
Purpose
Article 3
-- and Duties
Article 4
Participation ..d Term
Article 5
Commencement If the Pool
Article 6
Board If Directors If the PlIj
Article 7
Board of Directors Meetings
Article 8
Pool Officers
Article 9
Finances and —k Management P101
Article 10
excess 1--
Article 11
Obligations If M—blIl
Article 12
Liability If Hoard If Directors or Officers
Article 13
Additional insurance
Article 14
Optional Defense by Member
Article 15
Contractual obligation
Article 16
E.P.l.i.. Or Termination If M-1
--l. 17
Termination If Pool
ARTICLES OF ASSOCIATION
AN. By -LAWS OF
PUBLIC RISK MANAGEMENT OF FLORIDA
(S.)
BE IT KNOWN THAT:
The
below ba-ad Public agency — g.—a, at the State If
Florida for the
P.TF.— at forming . —k ... Aga—t ..d —if-
t t the —a. If Florida Statutes—
F—j,h.a P—.... 768.28(14), 44P.57, and 163-01, Florida Interlocal
Cooperation Act at 1969, 10 bind th,lllllll Illt—andIthall, t� d
adopt these Articles if Association and
Hy-Laws.
E- aaa.
1.1 — CHI .—a f thiK —iati— shall be Public
als, Ma—g—.t at Florida, ---d I. AF the
R.Ii.
Article 2 - Definitions ..d P.I.—I
1.1, A, used in this agreement, the f.11,Ii,g
,A_s
hall ba— the —ai, hereinafter set out:
" -11 Payments" - The B—ht eachMllbIl at I ..ally pay
I. 'IA th:1ah'—p—d costs If the f.11 operation Ifthe —1.
"Excess Insurance" . 1—a— plllhllld by the1-1 1—
... approved p"i and/or Lloyds
, Landon, _ other —il—
..titi., p.. d b, the Board any If Dt1, — y —ittal
t—S for such by the .h palp—%t_, U.— losses— Ia
preset
—a I , —T-ta IF t, preseti — a.—Ut If
rage.
PlIhl.. If .—D ia notintended t., nor
a..s it sovereign immunity
"Joint Self -Insurance" o "Self -Funded" - A self -in— — —
self -funded plogram i- which Members
agree t' a 'a ': i.Ia t
a—..Ily, and PHI_ required, t.
support the Risk Management Pool.
"embers"
-Th' public
Xg"'aIf the State If Florida
which initially later I.into h. ,
association established b, this Intergovernmental A,F..—t.
"Pool" - Public Risk Mangag.... t of Florida established
pursuant to the Constitution and the Statutes of the State of
elorida by this Intergovernmental Agreement.
'Risk M nagement" - A '"L....'
roam attempting to reduce or limit
u.lty andaproperty losses to Members and injuries to employees
sed by o ing out of the operations of Members. Where
claims a e thd.1111 will provide processing of claims,
es tigation, defense and settlement within the financial limits
of.the Pool a established i ordance with this
Int—...rnnental Agreement anduvill tabulate such claims, costs
and losses.
"Risk Management Pool" - A fund of public m established
by the Pool to jointly self -insure and self fund property
rages, gen ral liability, automobile liability, professional
liability, public officials' liability and workers' ompensaticn,
and any other coverage lines approved by the Board of Directors.
" Belf-Insurance" - The decision by a public agency not to
purchase i rage for risks below certain limits; to
eek and m intainei nit, es provided by law for a i u
red
public agency; to rely upon its financial capabili ti estopay
red losses which o e third -party claims a e held
cove ccur in cos r
valid and not barred o capped by a ailable i nities and to
purchase s e to protect against catastrophic o
aggregate I...... The purchase of liability i e by the
Pool o any of its Members i not intended to, nandadoI. not,
e ign pity
. rchase of liability i shall
only beopursuantiL, 111trid,PStatutes which allow foruthecpurchase
of v e by the Pool without the w of s .ign i unity 'neurone ac — over mm
by the Pool o any of the Pool's Members and is not pursuant to
any other eta{ute o£ the State of Florida.
"Stop Loss E s Insurance" - Insurance purchased by the
col fro aDirectors, o any ompanies and/or Lloyds of London, approved
by the Boardsofc mittee appointed by the
Board for such purpose, to write c c
rage up to a ontracted
bo.unt for individual losses ..... ding a sp.rifi,da ..t to be
.. by the Risk Me— ement Pool. Purchase of sucyi ...Iss is
not intended to, nor does it, waive sovereign immunity.
"Supplementary Payments" Members shall also be obligated
required, to make supplementary payments if the a unt of the
u.1 payments shall be insufficient to fund the operations of
the Pool.
"Total Annual Payroll" Total of wages and/or solar
xcluding premium o ertim and other employee benefits incurred
by the employer during the calendar year.
- 2 -
,:,c I . ... Florida.. l le I co.c.—U— agency voluntarily
established by Members I set forth in �1id. Statutes — S.cti
163.01, 768. 21 and
440.51 for the pup,,, of seeking In,
preventionor lessening
..... dog If ... ulty and
property l—'.
to
Members and injuries to I...... �employees which nignt—
1t
claims being —do MI_. The p—p.., of thi,Pool
to ,r,y net and effect the agreed and purposes
,
of thisAgreement
nestated
herein.
is the Intent If the Members of this Poll to —1t, .1
entity which will administer I Rirk Management Poll and utilize
.1ch deeds to defend and protect, 1idlol, with t—
intergovernmental Agreement, any
M:,b.rif the 1-1 against
liability for I —d l.— 1hiAg'"It shall constitute
the Ib.t..- ofI ....g theMembers.
All fond, contained within the Risk M ... .... t Pool foods
directly
derived from its Members In, — public agencies
of the State of 11 i, the intent of the
m"."" in
entering into this Intergovernmental Agreement that, I the
a f.11-t I.tc.t passible, the scope of Risk M ... g—t�I undertaken
by the, through I Joint Self -Insurance S.lf-fd..dj any.... .eing governmental
funds
--or—
h.11 not
i .. behalf y Member III
— Inch M,,b,,', employees I. dIficcd in Statutes Section
768 .28 ' any
defenses
— yunitl es t1,11i, provided, or provided
by the 1of the �tntc Florida.
Tof �ne Pooland the Members of
thisPoll intend to effect
.. __ If __,ig, ni ties
through their — of public f,.!. —t.ic.d withi. the —k
Mc'einc
e—g—,-o" t P-1. Such, I..d. being utilized to protect against
irks
in—d— with Florida Statutes
Section
768.28,
n
et
intended toc netit.t. the a istence,
i—, purchase of a
policy far
iThis IntergovernmentalAgreement inot to
be --Ided -chIIculd c- this Pool to be t—ated-
within thermi-g If any legislation giving —k ton
liability
nc applicability 11 for damages,costs, fees
I.pen,,,to., under Ii.rid._tut_ Sections
62'
626.9591,
626.9561, 627.426, 621.118, or other
utes
1e to insurers in the State of
Article 3 - P.— and Duties
IlThe powers of the Pool to perform and
.....ie h the functions and A—. forth herein,., within
the budgetary
limits
and procedures in this
Intergovernmental Agreement et shall be asfollows:
1'To establish By -Laws and Amendments to
By -Laws, 11Loperational
p:Li=p-governing the n'il"' of the Pool which II.tent with this Let—...ZotI Agreement I It f—thiFlorida St. —II Sections 768.18,
m
163.01 and 940.6] and to not w any s eign i nity not
waived statutorily under Florida bee, sodtoexpressly negate any
past, present, or future w of s eign i nity under
Florida Statutes, and to continue to negate any waiver of
eign immunity £or discretionary and planning functions of
government.
3.1.2. To employ agents, employees and independent
sod
and approve the rate of compensation, benefits and/or
ontracts that apply to Pool employees, Pool officers and s
provider and to a all benefits of Florida Statutes Section
all
and allsothsr 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;
3.1.6. To c e the c eation of this Pool and s e to
the collection o£ funds for the continued administration of the
Risk Management Pool;
3.1.6. To purchase Excess Insurance and Stop L
Excess Insurance to supplement the Risk M ne ement Pool without
such being a waiver o£ sovereign immumityaunder Florida Lae;
3.1.7. To establish ranable and n ary loss
reductio and prevention procedureswhich shall bec followed by
the members;
3.1.8. To provide Risk Management s ncludinq
the de£en of and settlement of claims and to haverthe authority
granted byFloridaStatutes Section ]68.28(141;
3.1.9. r negate pursuant to Florida Statutes, amy
implication of a of s eign immunity, and to negate any
waiver of seeignimmunity other than to the extent required
under Florida State— Section 768.28.
3.1.10. To act solely within the budgetary limits
established by the Members to c rry out such other activities a
are ssa rily 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 - artie—tion and Terns
4.1. T The initial term of the Pool shall be from 12:01
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 r wed £or additional terms of two (2) years
acb. , vidad, the Members may, through the m
provided in Section 6.9.4. terminate the Pool a of the endeof
the initial or — additional term during whichs sack action is
taken,
4.2. Notice of withdrawal. So long as the Pool shall
ontinee i eiItence, any .....
ent o rbas Member joining the Pool
sball .... ina Member for a two-yearterm (ezcept asset forth in
n
Section1.4 below). Thus, a ember joining theeool for the
final year of a two-year ter shall be obligated to continue ..
a
ember of the Pool fox at least the first year of the n w two-s
year term if the Pool i not terminated. After a Member's
ni tial 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 e year's prior written notice. Such notice shall be
addre sed to the 1.,oli
,I D ector of the Pool and shall be
ompanied by a solution of the governing body of the Member
electing to withdraw from the Pool. Such notice may also be
given at least o e (1) year prior to the end of the first tvo-
year cycle to effectuate withdrawal at the end of that cycle.
9 .3. Actual withdrawal/Re red withdrawal. Any Member who
has s ved the Executive Director with prior written notice of
its intent to withdraw at least o e (1) year prior to the
beginning of the fiscal year for which the notice to withdraw i
applicable, shall v rify i riting to the E tali ve Director o
r before August 15 prior tow the beginning oY such fiscal yI—,nI
rf tf cation as to whether the Member intends to actually
withdraw from the Pool at the end of the -ant fiscal year.
a dare to give such v rification o r before August 15 prior to
the beginning of the fiscal year for which notice of intent to
raw withdapplied, shall be deemed a cation of the prior
notice of intent to withdraw; thus, binding the Member to the
oel for the a ing fiscal year. Provided, however, any Member
who gives written notice of its intent to withdraw from the Pool
e than o e during any three (3) year period, m y be required,
It the option of the B and of ni rectors, to withdraw from the
Pool on the s and such notice. action to expel a er Membin
a
this m shall be taken by theAeoard of Directors prior to
-goal inof the c ent fiscal year in the manner described in
Article 16 hereafter.
4.4. Admission of No embers. The Pool's Executive
Committee shall establishand periodically r standards, and
the approval process, for the admission of n embers. 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 n embers
based upon uch criteria. Such standards may a11— for a
ember c ing into the eool after the first day of the fiscal
year to be obligated to be a Member for less than twenty-four
(24) months, but not less than eighteen 1181
months, such that
the effective date of any termination is on the last day of a
fiscal year of the Pool.
Article 5 - Commencement If the Pool
5.1. Commencement Date. The Pool shall commence operations
on October 1, 19—
Article 6 - Hoard o£ D ectors Of the Pool
6.1. The H ardere . This hereby established a ard of
Directors (sometimes hereinafter referred to as the Heoard") of
the Pool. Each Member shall appoint o e 0 ) person to represent
that body (the "Repre entative") on be -I'd ard of D ectors for a
term of o e (1) year along with another person to s ve as an
alternatenrepresentat ive (the "Alternate") when thee
Representativ .able to c rzy out that Representative's
duties. The Repre entative and Alternate shall be appointed i
ri ti ng by the governing body of the Member and copy of written
appointment shall be provided to the Pool. Once such
appointments mad
e de known to the Pool, the persons appointed
sha11 r main ineoffice until the Pool r lidence i
writingeIf tbeapplilt.Ilt of er othperso..Vby the Memberns
governinq body. The Representative and Alternate selected must
be either an employee or elected official of the entity.
6.2. The Chairman andy e Chairman. The Board of Directors
shall bi- wally 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. No person mayes s Chairman of the
Board of Directors form a than two (2) c .._. full
tvo-year terms. The Chairman shall presidenat all meetings of
the Board. The Chairman shall vote o all matters that c
before the Board. The Chairman shall have such other powers as
he may be given from time to time by action of the Board.
The Vice -Chairman shall c rry out all duties of the Chairman
of the Board during the absence o rman
r
.ability of the Chaito
perform such duties and shall c rryoIt such other functions as signed from time to time by the Chairman or the ..
ard of
Directors. The a ard of D ectors may from time to time appoint
other officers of the Hoard•
ard RI. ies. The Board of Drrectors shall
M1
have the responsibility for; (1) hiring of Pool officers, agents,
-clerical employees and independent contractors; (2) setting
ofncompens.tion for all persons, firms and corporations employed
by the Pool; (5) approval of amendments to the Intergovernmental
Agreement; (4) approval of thee
a ceptance of n w Members and
expulsion of Members, a cept that the appzovalmay be delegated
to the Executive Committee under Article 4 above, or by such
procedures a ontained in the motion making delegation; (5)
approval ands amendment of the a ual budget of the Pool; (6)
approval of the operational procedures developed by the E cutive
actor; (" approval of educational and other programs relating
to risk reduction; (I) approval of r nable and n ary loss
reduction and prevention procedores whicb shall be followed by
all Members; (9) approval of a ual and supplementary payments to
the irk M nagement Pool for each Member; and (lo) termination of
the Pool in accordance with this Intergovernmental Agreement.
6.4. Votina. Each Member shall be entitled to o e (1) vote
n the Board of n actors. Such vote may be cast onlynby the
Representat iv of the Member o o the Representative's absence
by the Alternate. o proxy votes o absentee votes shall be
permitted. voting shall be conducted by sealed ballot, show of
hands o any method established by the Hoard. A simple majority
vote of those Representatives present shall be required to pass
any motion. vide,, however, nothing herein shall preclude
Voting o matter v mailed or facsimile transmission ballot.
on such matters, the Chairman and the E cutive nrector of the
Pool shall c ach Member's Representative andAIternat, to
e the proposed ballot which will include at a inimum the
textr 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
wf 11 be anted. ailed or facsimiled ballots must be returned
by the data
requio
red in the ballot, which will be n arli er than
fourteen (II) calendar days (five (5) calendar daysfor votes
e
dealing with the approval of n w Members) after the mailing o
transmission data and no laterthan thirty (i0) days (five (5)
calendar days for votes dealing with the approval of n embers)
after the mailing or transmission data of such ballot. ew avorable
votes by a majority of the Members' Representatives (or E
Alternates in their absence) entitled to vote shall pass any
action; unless a action is taken which i subject to 6.9 below,
i.which c e passage will be based on the required number of
votes a ifseach %e ber's Representative o Alternate v s present
at a regular or special meeting called to decide such question.
6.5. eentatives. The Representative selected by the
Member shal
lecs until a r has been selected. The
Representativ hosen by theuMember may be r a ved at a y time by
the vote of the Member's governing body. Inthe event that a
- 7 -
ncy o pr n the position of Reesentative or Alternate
selected byuthergoverning body of a Member, that body shall
appoint a ui.writing within 60 days of such v ncy
ing.sThesfailure of a Member to select a Representative or
theufai_a of that person to participate shall not affect the
esponsibili ties or duties of a Member under this
Intergovernmental Agreement.
6. 6. cutiv Commi tee and o b r C mm't The
Hoard of D ectors shall have the power to establish both
standing aec
nd mm
o ad hoc c ittees to further the functions and
purpose of this Pool.Unless the B ard of Directors shall
establish s other procedure, the authority for selection of
Representative Alternates ing on the Board If ➢rtors
who shall s nuch c mmittees and chair them shallz side
with the Chairmanof the Hoard of Directors. The Chairman of the
Hoard'
Directors may appoint n voting and I,, -paid persons
who a not Members of the Board of Directors to -a
mmieeaea of the Pool. The B ard of Directors shalldictate to
the Executive D ector the guidelines for authorizing to
see
ttlement of clms. a a aiThe rd o£ ➢ ectors shall establish a n cutive Committee. That Executive Committee shall c ist of
the Chairman of the Board, the Vice Chairman Of the B ard, the
Treasurer and two Representatives appointed by the a ard, o
from the southern a of the POol and o e from the northernea ea
If
the Pool, a uchaa a designated on the attached map
Exhibit %.6".s The BoardsIfrDirectors may grant to the Executive
COmmittee the authority to approve expenditures, authorize a
settlement of claims and salts and take such other action a
shall be specifically delegated to the Executive Committees
6.7. Onerating Rules. The B ard of Di -tors may establish
rules governing its onduct and procedure not inconsistent
with this Intergovernmen{al Agreement.
6.8. Qu ry�m. A quorum shall c nsist of a majority Of the
Representaties v(or in their absence their Alternates) s ing on
the Board of D ectors, cept as provided in Section fie9V
herein, o elsewhere in this Intergovernmental Agreement,
imple majority of a quorum shall be sufficient to pass upon all
matters.
6.9. Super-Maioiity Voting. A greater vote than a majority
of a quorum shall be required to approve the following matters:
6.9.1. Such matters as the . aid of Directors shall
establish within its rules a requSring for passage a vote
greater khan a majority of aasquorum, provided, however, that such
rule c only be established by a greater than a majority vote
at leastegual to the greater than majority vote required by the
proposed rule.
6.9.2. The expulsion of a Member shall require the
two-thirds (2/3) vote of all the Representatives serving on the
Board of Directors.
6.9.3. Any a endment of this Intergovernmental
Agreement a cept as provided in Subsection 4 below, shall require
the two-thirds (2/3) vote of all the Representatives serving on
the Board of Directors.
6.9.4. The a endment of this Intergovernmental
Agr....
ent to c e the termination of this Agreement s ner than
two (2) years after its c ent o reduction o
eliminatioI in the scope of lossmprotectioa set at i Article to
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 aegis tered o ertified mail to
the governing body o£ the Member and to the Representative and
Alternate of the Member s ing on the B and of Directors, n
less than ten (") days prior to a eeting at which this matter
s proposed and the a endment as proposed It
ended at such
and meeting must r e the approval of two-thirds (2/3) vote
of all of the then c ent Representatives (or in their absence
their Alternates) representing the then Members of the Pool.
6" o. Compensation of Board of Directors.
Representativ r Alternate s ing on the Board of Directors
shall receive any salary frome the Pool.
Article ] - Board of D ectors Meetings
7.1. Meeting gular meetings of the eoand of D ectors
shall be held at leastfour(4) times a year. The tentative
times, dates, and locations of regular meetings If
the Hoard
shall be established at the beginning of each flscal year. Any
item of business may be c .Tdered at a regular meeting,
ncluding the scheduling of future regular meetings. The
c.tiv ec for shall attend all Hoard meetings and E ..rive
Committee meetings to s report n advisor and to t as the
administrative officer of thePool.
I I. Special Meetings. Special meetings of the e and of
ector y be called by its Chairman, or by any three
Repre entatives (or rn 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 o£ ahy special meeting shall a _b_y
.ch notice. Business conducted at special meetings shall be
limited to those items specified in the agenda. The time, data
and location of special meetings of the Hoard of Directors shall
be determined by the Chairman o£ the Board of Directors, or rn
his absence, by the Vice Chairman.
7.3. Conduct of Meetings. To the extent not contrary to
this Intergov ental Agreement, and a ..pt a modified by the
sand of Oizectors, Robert's Rules of Order, latest edition,
hall govern all meetings of the Board of D ectors. Minutes of
Ill regular and special meetings of the Board of D ectors shall
be sent to all representatives for in their absence their
Alternates) serving on the Board of Directors.
article 8 - P111 Officers
8.1. Offic Officers of the Pool shall c ist of a
cutive D ..tor, a Treasurer, a Secretary and such other n
officers a established ftime to time by the Ecard of
Directors.s All Pool rom officers shall be appointed by the Board of
Directors.
8.2. Executive Director. The E cutive D 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 of the Pool
established in this intergovernmental Agreement and by the
Board of n ectors. Among the Executive Director's duties shall
be the following:
8.2.1. The E cutive Director may sign, with such
Itperson authorized by the B and of Di —tors, any
nstruments which the B and of Directors have authorized to be
cuted and, in general, shall perform all duties f cident to
the office of Executive Director and such other duties as may be
prescribed by the Board of nirectors.
8.2.2. The Executive D or ectshall prepare a
proposed a ual budget and proposedaa ..1 Risk ... agement Pool
payment and, where required, supplementary payments to the Risk
Dinagement Pool and shall submit such proposals to the Board of
rectors.
3.2.3. The E cutive Director shall, where
ary, make r end1tions iegazding policy decisions, the
eation of oth— Pool officers and the employment of agents and
independent contractors. At each regular meeting of the e and of
Directors and at such other time. as he sh.11 be required to do
he shall present a full report of his activities and the
fiscal condition of the Pool.
8.2.9. The Executive Director shall report monthly
to all Members on all claims filed and payouts made.
m
8.2.5. The Executive Director shall, within the
nstraf nts of the approved o ended budget, employ all
retarin,
clerical and otherasrm1lar 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 s rities of the Pool; ..... to be r ved
and giv all -ix
ceipts for ....
due and payable to the cPool
from anyns ewhatsoever; c e to be deposited all such moneys
n the n uofethe Pool i uchsbank,, s ings and loan
i ationa o other deposstorfes, thataa cognized a
apualified Public Depositories., by the State Treasurer operating
under Chapter 280 Florida Statutes, as shall be selected by the
and of Directors; c e to be invested the funds of the Pool a
not immediately required i uch s rities as the Hoard of s
ectors shall specifically or generally select from time to
time; and c se to be maintained the financial books and records
of the P-1.
8.3.2* n general, perform all duties i cident to
the office o£ T and sucb other duties as from time to
time may be a signedrto him by the E cutive n ector or the
and of D ectors. Nothing herein shall prevent the T
from delegating, i riling, the Functions of the officee toutbird
parties, whether members o£ the H and of D ectors, employees of
the Pool, or third parties. However, the Treasurer shall
intain the control and responsibility for the execution of such
functions by such delegates.
8.4. Secretarv. The Secretary shall i notices of all
aid meetings, and shall attend and keep theum nutes of the
The Secretary shall have charge of all corporate books,
ords 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 i cident to the office of
Secretary and such other duties as from time to time may be
signed by the E cu11— n ector or the E and o£ D ectors. In
eof the absence or disability of the Secretary, the duties of
the.1fice shall be performed by an Assistant Secretary.
8.5. Third Pa rtv Delegations. The B and may select a
financial institution to c rry out s all of the functions
which would otherwise be a signed t oa and may select a
isk m nagement company o sa9ent to s uclaims administrator
r to c rry out s all of the fund tns which would
otherwise be assigned to the E cutive D ector. The H and may
also employ persons o ompanies a independent contractors to
carry oat some or all of the functions of officers of the Pool.
8.6. Officer va—cies. I. the b—, of the Executive
,i—ot refusal , Treasurer orS.—t—, be to the --t of the
inability I of such officers to et, the Chairman It the
Hoard
of himperform the duties
ofExecutive be Director,
i_t_ Treasurer , — I Secretary, and, he. ..acting, he ii have
all of the powers of and be subject to all of the restrictions
upon the E—.—, Di —et., ---e or Secretary.
-tiol. 9 - Fin
9.1. Fiscal Y.— The fiscal Yf the Pool hall
ocommencea It.b— 1, and end onSepteyearge, 30, of each year.
I�'. The "a- If billet— or theE ...ti—
Cmmmi'aa shall approve a preliminary budget for the
administrationIf the Pool by 1, of:a'by.COp ISof
all preliminary and final b.dg.ts hall bp—ptly mailed .aeh Member of the Hoard of —ae— . The Hoard of n actors
shall, by Augustof the y— prior to the start of each fiscal
ye— adopt I final budget and determine the am.hat If the --1
P,Y.a,t to be made by each Memberhe llteand tI opl, hill the
payment is due. I aof the bald f —actors
ot_ orthe
E. Ceti— Committee to approve I preliminary
... imi .. I or final
budget
fortheitbin the times met forth within this Section hall hot —l...
the Meoh—, of the obligation to make - ... 1 — Supplementary
Pay ... t' to the '..I a. IT -ha.eh I-dgate a-e finally adopted,
and
the —ba— —a oibb It least thirty (30) d.ya hit., the
passage the final budget ih which 11 make . 1 ... Payments
. meet. to
the
helb—a will be allowed forty-five
(a', day, after
notification
�— ih e to make Supplementary
ply.a.t..
I -,.'Dual Eant
Factors.
"alt"i'ig the ameht of
the —e.jme.Pfrom each ..ItetheBoard of tioeet—a shall consider some or all of the following factors:
9.3.1. —bar of employees;
9.3.2.
Property values of the Meet—
9.3.3.
Number and type If vehicles — ad by the
abielea;
Member and the u.. ad. If the vehicles;
9.3.9.
P,,,I:ti., 11areath, 911gl1phi, e,represented
by 'h Mo.,_;
9.3.5.
The y-11 of the Member;
9.3.6.
Self -funding contribution to the Pool;
9.3.7.
The budget of the Me.h., and
- 12 -
9.3.8. The claims and loss experience If the Member
The Board of Directors shall establish anua11y a I -
It risk allocation which it utilized in making theallocatin, of
the am unt o£ the An ual Payment dve from each Member. This
standard may, however, vary from year to year but it must be
applied equally to all Members s milady situated during such
period of time as it is utilized•
The Board of Directors may grant debits o redits to
ember with abov r below a rage loss c claims r ords. The
o
vnt of svch debits o redits may not vary m e than 25t above
rbelow the —ant whishp the Member would pay if it w not to
have been granted the debit o redit. in establishing the loss
and claims r ord of the Member the H and of Directors may
utilize the loss and claims experience of the Member during
latest 3 years of the Pool.
". Bvdaet Amendments. Budgets m y be a ended at any ti
by majority vote of the Board and callsame
for Supplementary
Payments may be made by the B and of Directors, providing,
however, that such additional s may be called for in a total
unt attributable to any ... year of n it, than the ... ant
stipulated as the Members m ual premium adjustment fox
that year. The e and shallaalso make calls for Supplementary
Payments from Members which have withdrawn or been expelled for
years during which they w Members. The forwarding of such
ual and Supplementary Payments within a time specified in notices to the Members giving them not less than forty-£ive(45)
days to make such a val payments and sixty (60) days to make
supplementary payments, shall be of the e of this contract.
Supplementary Payments shall only be requiredpby the a and of
Directors i situation i which there 1s a noble < rn
that the ing from the An ual Paymentsawi11 not Is
suf fief entvto mee tnthe responsibilities If the Pool established
n this Intergovernmental ll Agreement, embers shabe
esponsible for Supplementary PaymentsMduring the entire life of
the Pool -a any later period when claims o expenses need to be
paid which a attribvtable to the year of membership when the
ent out of which the expen claim o red. Supplementary
aymin
Pents may be lled for
roviumber ofcindividual requests
pded ca
that the total a untaof the Supplementary Payments may
not exceed the maximum amount permitted.
9.5. P ents - iming. In subsequent years, the B and of
ectors maympermit the An ual o Supplementary Payments to be
made o osthly or gaarterly basis. The a .-t of any
Supplementary Payments required shall be based upon the s
formula as was used in establishing tM1e Annual Payment Eormthat
year.
ms
9.6. Retirement Fund 012liaations. Members shall be both
rally and jolntly liable to the State of Florida Department
o£VAdministxation, Division If Retirement for any Florida
Retirement Systems' contributions which a ved by the Pool £or
ool employees, ach member shall be responsible for expenses
incurred which a attributable to the years of membership as
outlined in the intergovernmental Agreement, Article 11.
9.7. Distribution of Burolus. If, for any y r during which
the Pool w s in a is
ten all claims known I. unknown have
either been paid or provision has been made for such payment, the
Board of Directors as than .... tl tuted shall distribute surplus
funds to the Members who c h1titutId the membership of the Pool
n that prior year, after first deducting therefrom re.able
administrative and other n -allocated costs i redby the Pool
n the processing of the claims in years othat than the ohe
which the claim w made. The distribution .... g the Members•
shall be in the s e proportion to the total a s their Annual
Payment for that year to the _.all
Payments of all Members for
such year.
—. Audit. The B and of D ..tors sha11 provide to the
Members a ual audit of the financial affairs of the Pool to
be made by a ertified public a ..tent at the end of each
fiscal year i .rdence with generally a cepted auditing
principles. Theca ual report shall be delivered to the Chairman
of the governing body of each Member.
11. 1. Excess Sns The Pool will purchase E
Insurance from underwriters o£ i ompanies
and/or Lloyds of London, app....dsbyathe Hoard ofcD ec tors, o
any c mmi ttee appointed by the Board for such purpose, i uch
ants a shall be approved by the B and of D ..tors, but such
purchase does not, and i not intended to waive sovereign
immunity under Florida Law.
10.2. Stoo L addition to the stated
Excess Insurance c rage55thesPoolcwill obtain when possible,
aggregate Stop L.S. Excess Insurance such that in the e ent that
the Pool should in any single year expend a aggregate s
set from time to time by the Board of Directors3 for the payment
If
wou claims, the Stop L s ansur s Iance protection ld pay
ms additional claiab.vethat am ant to certain me. ual
ant. The B and of D ..tors and .naerwritersashall determine
the c ent level of the aggregate Stop L
enprotectio and its limit based upon the current assets
adduri,k history Ifnthe Pool.
14 -
t o.3. E s Losses. In the a ent that a of les
should a eedcthe am ant of c rage proveided bythe soss
Risk
nagement Pool, the E zand the Stop Loss Excess
Insurance ....
rage faranyss o eyeat, then the determination of
whether to pay such u ied loss shall be the obligation of the
individual Member o embers against whom the I'
atm w made and
perfected by judgmentMo settlement under Florida Le.- The Pool
sha11 make payments from the Risk Management Pool and the Excess
and Stop Loss Excess Insurance proceeds in the order in
whichathe judgments against the Pool have been entered or
settlements of claims have been reached.
Article 11 - Obligations of members
11.1. Member Obligations. The obligations of Members of the
Pool shall be as follows:
11.1.1. o budget for, where n ary to levy for
and to promptly pay all A ual and Supplementary o other
payments to the Risk M nagement Pool at such times and in such
.....ts a shall be established by the a and of Directors within
the scopes o£ this Intergovernmental Agreement. Any delinquent
payments shall be paid with a penalty which shall be set by the
Board but such rate shall not a eed the highest interest rate
allowed by statute to be paid c bya Florida public agency.
11.1.2, Toselect, i ziting, a Representative to
n the Board of Directors and to select an Alternate
Representative.
11.1.3, ow allthe Pool ranable ngc
a s to all
facilities of the Member and all r ordsrncludibut not
limited to financial records whicherelate to the purpose or
powers of the Pool.
11.1.4. To allow attorneys employed by the Pool to
represent the Member i estigation, settlement discussions and
all levels of li tigationra ing out of any claim made against
the Member within the scoperof loss protection furnished by the
Foal.
11.1.6. To furnish full cooperation with the Pool
attorneys, claims adjusters, the E cutive Director and any
agent, employ officer oI 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 ➢irector or his
designee within the time limit specified the following items:
11.1 "1. On or before May 1 of each fiscal year
of the Pool, the Members: number of employees; property values;
umber and type of vehicles and the u made o£ the vehicles;
population of the geographic 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 brt or agency,
Involving any claim forrwhich Pool coverage is sought.
11.1.7.3. To report, within ten (10) days of
eipt, any oral o written demand for m netary relief for which
coverage is sought tothe Pool Executive Director.
11.1.]. 4. T report to the Executive D ector at
the earliest practicable m e-t any information of a nce,
claim o cide-t r wed by the Member and from whichcthe
Member could r nobly c nclude that c rage will be sought by
said Member for such an occurren claimeor Incident.
n the a ent that the it... set forth above a enot
submitted"
the E cutive D ector within the timeperiodo set
forth above, the and of Directors of the Pool, by a vote of a
majority of a gnorum of the Board, at a regular o an
special
eeti-g, may i whole or part decline to provide a defense to the
ember or i to extend the funds of the Pool for the payment of
losses damages ed r. cis aching its decision, the B d
shall .... id— whether and to what extent the Pool-1 prejudiced
il its ability to investigate and defend the claim due to the
failure of the Member to promptly furnish timely notice of the
clai i incident to the E cutive Director. The
leci sionof the H and of D let or shall be final. allure of a
ember to abide by these requirements shall also be grounds for
expulsion from the Pool.
Ai le 12 Liabilit £ H and fi of the
ort
of
12.1. L' bilit f D t r and Officers. The
Representatives (oi in their absence their Alternates) s ing on
the H and of Directors o officers of the Pool sbould u
ordinary 'Ire
and r -able diligence in the a rcise of their
power and inathe performance of their duties hereunder; they
shall not be liable for a istake of judgment o other action
made, taken o omitted byynthem in good faith; n r for any action
taken or omit{ed by any agent, employee or independent contractor
�-M
selected with x noble c x fox loss i red through
es tment of Pool funds, orefailure to i est.
Repre entativ shall be liable for any action taken o mitted by
any other Representative. Representatives shall have the
unities provided by 1. 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. e Mmbers option to rchase Additional I The
Pool through the distributionP of the mr inform all notes of thes1 Idof
ectors or through other m shallMembers of the
cope and ....
unt of Excess _ top I. n force
at all time Membership in the Poolsshall not preclude any
Member Eromspurchasing any i rage above those a unts nsurance cove mo
purchased by the Pool. Such purchase shall not be c ns trued to
eign r pity of the Members of the Pool or the 'I" -
The
VPoll shall makeuits facilities a of lable to advise Members of
the types of additional or dif£erentycoverages available to Pool
Members,
Article 14 - Settlements
th
14.1. Settlement/Adva e Notice. Whenever the Pool proposes
to settle any pending clai _it where e a unt of that
proposed settlement shall e eed Ten Thousand Dollars
.......the member shall be given advance notice of that
settlement. Such notice may be given by the establishment of a
unt z of m n Thousand Dollars IS1 o,000.001,
providedathat the a unt of the settlement does note eed the
unt r ved. The officers and employees of the Pool shall,
,owe-,eend.-, to give specific oral o ritten notice to the
Member's Representative or Alternate of thecae act a It of any
proposed settlement i of Ten ThousandXDollars
(S10,111.11) prior tonthe date at which the Pool proposes to bind
itself to pay such settlement am unt. The officers, employees or
independent contractors of the Pool shall attempt to give the
Members a uch notice of the settlement negotiations as is
possible under the circumstances of each case.
15.1. anforcement. This document shall c nstl tote a binding
ontract under the Florida Interlocal Cooperation Act of 1969
ong 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 a ,igi.,Ily written or
validly amended shall r a ontfnui ng obligation and
.spans ibility of the Ma --. The terms of this
Intergovernmental Agreement may be enforced in a court of law by
the Pool.
The c sideratien £or 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 Intergov .oral Agre ent
may bee toted in duplicate originals and itsnpassage by the
Member'sxgoverning body shall be evidenced by a ertifisd 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 a 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 ..d...ts to
this Intergoverrmental Agreemen{mn Member agrees o on tracts
herein to be held responsible for any claims in tort of
ontract
made against any other Member. The Members intend in the
eatfon of The Pool to establish a organization for Risk
Management only within the scope herein at
v out and hae not
herein c Bated as between Member and Member any relationship of
rety, indemnification o responsibility for the debts of or
claims against any Member
16.2. Attar s Fees. y legal action between the
parties a ing outyof this Agreement, any attempts to enforce
this Agreement, o any breach of this Agreement, the prevailing
party may x its expenses o£ such legal action including,
but not limitedeto, its casts of litigation (whether taxed by the
urt o not) and its r oorn nail. atteys' fees (including fees
generated on appeals) fromthe other party.
A title 16 . 1-1 11rmi nation of M
16.1. Expulsion. by the vote of two-thirds (2/1) of the
Directors s rng on the B and of .f rectors, any Member m y be
expelled. Such expulsion may be carried out for one or more of
the following reasons.
ailure to make any timely payments or
assessments due to the Pool.
16.1.2. ailure to undertake o ontinua loss
reduction and prevention procedures adopted by the Pool.
16.1.3. Failure to allow the Poo1 z noble a
to all facilities of the ember and all r orde which relate to
the purpose, powers or functioning of theePoll.
�.m
16,1;1: Failure to furnish fall " I ratio. with the
Pool's attorneys, claims adjusters, "oe.Ii's Director —I
any agent, employee, oindependent
I—t—t— of the
—1 relating to the P—P..., powers .d proper functioning of
the _i
Member the ability of the lhl-1M-pb-iralli,.rb I .-ry obligation of
I'. Pool,to carry "t it.
purpose
eep_ " powers
,_ or
functions.
16,1,6, The -,dese he, given the one (1) year —ioe
described is Section 4.2 above.
— No z Member may I.P,Ild affrom ter noticethe .01 of the alleged failure along ith a re—bable
opportunity of not less the. thirty (30) days to the alleged
failure. The Member may request a h ":'d before any decision i,ad, t, whether the expulsion ll
take
I .. La Th:.a.and shall at Ite data for , hearing which
.hall .t less
I than
fifteen M) days after the expiration of
the time to ,,, he. p .... d - a decision
by
the ...rd to expel
Member after ..ti.e and hearing and . failure to I... the .11,:,,
defect hall be final. The Board of
,, establish the
date at which the a.p—i.n of the Mloble hall be effective
at
any t i I ..t I... the. sixty (6�) day after
he t a.P,Ili,g
,be M I . the
,%,, he, I— ..do by the —T.f —.t t-11 vote
belio, to expel the Membe
r ad, bythe Board of ➢r.ot.ra o
subsequent
motion
d..or state the time :twhich the expulsion
,hall take place, aI.polsi.n hall tatI1:Isixty (61)da,.
alter thedate of the vote by the Board of Directors expelling
the Member.
Responsibilities
of Terminated Member. After
expulsion ortermination
I,;i a i.h whether voluntary
orvolunt
ary
,
the
former ..er shall to � fully ...p...bl,d
obligated for its
1I 'tdforits p.rti.n of r—red el.i.. against
the Pool
which --d Ilsiass-d during the tarm of it.
--ship, along witheanyrother
unfulfilled obligations
a
if it still . Meats, of the Pool. The expelled .rt.i terminated
shall,after ...Isle, or ,I longer be
entitled to .r .oI_toor.toI the Board
of Directors.
Article 17 - Termination If the Pool
" T.—sti. . If, at the of by torm of the
Pool, Le,-rd of 1.tba to discontinue the existence
of the Poll in bec—d— with Section 6.9.4., the. the Poll
,hall cea eise,, the I of the 1hab burt fiscal
year.
S:rits... Itre,.. t A — r—
.. I., the Board of Di ... t,ra shall
I
continue ad those to ..at .. such . ohed.le as hall be necessary
to
- 19 -
rry out the termination of the affairs o£ the Pool. It i
ontemplated that the Board o£ eirectors may be required tos
ontinue to hold meetings for s substantial period of time i
order to a omplish this task, including the settlement of all n
red claims i red during the term If the Pool. The former
Members shall continue to be fully responsible and obligated for
the portion of covered claims and expenses assessed against the
Pool.
nati ftes n ihilities of M mbex. At ter
termination of the Yool the Member shall continue to hold
membership on the Hoard of a ectors but only for the purpose of
voting o matters affecting their limited continuing interest i
the PooI for such years ash, w e Members of the Pool. All n
Members upon a general termination of the Pool shall r n fully
obligated for their portion of any c red claim and expenses
against the Pool which w s incurred o Hated during the term of
their membership, along with any other unfulfilled oblig,tions�
ncludi ng but not limited to calls for supplementary payments for
years of their membership which may be required and called I.in
subsequent years.
! llm
In witness whereof this agreement has been a cutld by the
Entity: LYty of I�mewood, FLorida The approval of the
forgoing agreement w s passed by the
Entity: Io d Ci[ Commission n the Sch day of
Oecanber 19 9, and attached hereto, i do hereby e cute and
the City Cieck does hereby attest to my signature a
vidence that the Inngwad Ciey Conmission has approved
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 '63.01' which
commenced its term on October 1, 1987.
• Chaiim of eoard� r Council
Iris L. Benson, Mayor o
Am7: City of Iupmood, F'l—&
ceiY clerk
This day of 9 pyJ�
Anr'1 271994
s A1P. RP1tGELX.Y RESRIlJSE/R£AJVQtY
(PFiST.il_ F.
��t e. Aueicc 15. 1994
Name o£ Gover:went: OR c
Hailing Address: 305 s
City, state, zip: .
Authorized Representatives to Contact £or Emergency Assistance:
P _
Address: 175 w A 32750
Day Phone: (407) 260-3440 Night Phone: (407). 651- 33J (PAGER)
FAX No.: (40J) 2o0-3S19
Title _�_
Address: 305 s oNWOOD, F 32J50
Day Phone: (407) 260-34 Night Phone: (407) 651-1740 (PACER)
2 d St t t
Name:
Title: IATTALlQl ""IF
Addres1-305 s 32750
Day Phone: (407) 2 Night Phone: (407) 6 _-512J (PAGER)
EXHIBIT 6.6.
STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION Sf'R"
CITY RESOLDTION Z—ST FAR TPgL
6D. 96-792 /'. Z4 Sow,
DTILITY INSTALLATION eY E—AY cD--ST.. (
A RESOLUTION AUTHORIZING THE CITY'S.r , Ma vor TO ENTER INTO
A 1OINT PARTICIPATION AGREEMENT, ON BEHALF OF THE CITY OF LONGWOOD,
FLORIDA, WITH THE FLORIDA DEPARTMENT OF TRANSPORTATION; AND
AUTHORIZING THE PLACING OF FUNDS WITH TI-IE FLORIDA DEPARTMENT OF
TRANSPORTATION FOR THE COMPLETION OF THE UTILITY INSTALLATION.
WHEREAS, the State of Florida Department of Transportation proposes to construct or
reconstruct apart of State Road 15/600 (US 1 ]/92); and
WHEREAS, the State of Horida Department of Transponatlon has requested the City of
Longwood, Florida, to a and deliver to the State of Florida Department of
Transportation tjoint Participation Agreementfor Utillty Installation by Highway Co t—R,r.
NOW THEREFORE BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
LONGWOOD, FLORIDA:
That Iris L. Benson Mayor be hereby authorized and
directed to ex and deliver 10 the State of Florida Department of Transportation a joint
Participation Agreement for the adjustment, relocation; and/or installaflon of a certain unlit,
facilities on State Road 15/600, Section 77DIO-3535.
A certified copy of this Resolution be forwarded to the State of Flodda Depadment of
Transportatlon along with the executed joint Participation Agreement.
ON MOTION of e as Council Member Winston onded by Council Member
Vacca the above resolution w introducedndass apassed by the City of
Longwood Council meeting held on the 5th day of December p 199F.
JI-1 e
Mayor-AFeciol3�or
AT _
City Clerk