1991-37 Participation in Broward Risk Management AssociationRESOLUTION NO. 91 - 37
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
PARKLAND, FLORIDA, AUTHORIZING PARTICIPATION IN THE
BROWARD RISK MANAGEMENT ASSOCIATION (BRMA); AUTHORIZING
THE CITY MANAGER OF THE CITY OF PARKLAND, FLORIDA, ON
BEHALF OF THE CITY, TO EXECUTE AND TO OTHERWISE ENTER
INTO THE ATTACHED INTERGOVERNMENTAL COOPERATIVE
AGREEMENT CONSISTING OF A CONTRACT AND BY-LAWS FOR THE
BROWARD RISK MANAGEMENT ASSOCIATION; AUTHORIZING THE
CITY MANAGER TO DO ALL THINGS NECESSARY TO CARRY OUT
THE AIMS OF THIS RESOLUTION, AND PROVIDING FOR AN
EFFECTIVE DATE
WHEREAS, Pursuant to Florida Statutes, the City of Parkland
is authorized to join with other public agencies of Broward
County for the purpose of forming a risk management and self-
insurance association in order to stabilize insurance costs; and
WHEREAS1. The provision of a fund ofpublic monies
contributed by several public agencies to Jointly self insure and
self fund property coverages, general liability, automobile
liability, professional liability, public officials liability,
and workers compensation constitute a legitimate municipal
purpose in the furtherance of public health, safety and general
welfare; and
WHEREAS, The City of Parkland seeks to join the Broward Risk
Management Association (BRMA) under the terms of the
Intergovernmental Cooperative Agreement establishing the contract
and by-laws for such association.
NOW, THEREFORE, BY IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF PARKLAND, FLORIDA:
RES 91 - 37
Section 1. That the City of Parkland, Florida is hereby
authorized to participate in the Broward Risk Management
Association (SPMA).
Section 2. That the City Manager of the City of Parkland,
Florida be and the same is hereby authorized, on behalf of the
City of Parkland, to execute and otherwise enter into the
Intergovernmental Cooperative Agreement consisting of a Contract
and By -Laws for the Broward Risk Management Association attached
hereto and incorporated herein by reference.
Section 4, That the City Manager of the City of Parkland,
Florida, be and the same is hereby authorized and directed to do
all things necessary and expedient in order to effectuate the
execution of and the performance of the Intergovernmental
Cooperative Agreement for the Broward Risk Management
Association.
Section -4» That this Resolution shall be in full force and
effect immediately upon its passage and adoption.
PASSED AND ADOPTED THIS 19 DAY OF September
ATTEST:
SUSAN ARMSTRONG, C. M.'i . , CITY CLERK
, 1991
PAGLI MAYOR
ANDREW MAURODIS, ESQ. 3054804490 P.02
THE INTERGOVERNMENTAL COOPERATIVE
AGREEMENT
(A CONTRACT AND BY-LAWS FOR THE
BROWARD RISK MANAGEMENT
ASSOCIATION)
(BRMA)
ANDREW MAURODIS. ESQ. 3054804490 P.03
THE INTERGOVERNMENTAL COOPERATIVE AGREEMENT
(A CONTRACT AND BY-LAWS FOR THE
BROWARD RISK MANAGEMENT ASSOCIATION)
(BRMA)
INDEX
PAGE
Article I
Name and Duration
9
Article II
Definitions and Purpose
1
Article 111
Power and Duties
4
Article IV
Participation and Term
S
Article V
Commencement of the Pool
S
Article VI
Board of Directors of the Pool
5
Article VII
Board of Directors Meetings
8
Article VIII
Pool Officers
8
Article IX
Finances and Risk Management Pool
9
Article X
Excess Insurance
11
Article Xl
Obligation of Members
12
Article XII
Liability of Board of Directors or Officers
13
Article XIII
Additional Insurance
93
Article XIV
Optional Defense by Member
14
Article XV
Contractual Obligation
14
Article XVI
Expulsion or Termination of Members
15
Article XVII .
Termination of the Pool
16
ANDREW MAURODIS, ESQ. 3054804490 P.04
ARTICLES OF ASSOCIATION
AND BY-LAWS FOR THE
BROWARD RISK MANAGEMENT ASSOCIATION)
(BRMA)
BE IT KNOWN THAT:
The below named Public agency or agencies of the State of•florida for the purpose of
forming a risk management and self insurance association pursuant to the terms of
Florida Statutes Sections 768.28 (13) (amended to 768.28 (14)), 440.57, and 163.01, Florida
Interlocal Cooperation Act of 1969, do bind themselves contractually to and adopt these
Articles of Association and By -Laws.
ARTICLE I - NAME AND DURATION
The name of this association shall be the Broward Risk Management Association, referred
to hereinafter as the Pool.
ARTICLE II - DEFINITIONS AND PURPOSE
DEFINITIONS:
As used in this agreement, the following terms shall have the meaning hereafter set out:
°Members" - The public agencies of the State of Florida which initially or later enter into
the intergovernmental association established by this Intergovernmental Agreement.
'Pool" - The Broward Risk Management Association established pursuant to the
Constitution and the statutes of the State by this Intergovernmental Agreement.
'Risk Management Pool" - A fund of public moneys established by the Pool to jointly self -
insure and self -fund Property Coverages, General Liability, Automobile Liability,
Professional Liability, Public Officials Liability and Workers' Compensation, and other
coverage lines approved by the Board of Directors.
"Risk Management° - A program attempting to reduce or limit casualty and property
losses to Members and injuries to employees caused by or arising out of the operations of
Members. Where claims arise the Pool will provide processing of claims, investigation,
defense and settlement within the financial limits of the Pool as established in accordance
with this Intergovernmental Agreement and will tabulate such claims, costs and losses.
ANDREW MAURODIS, ESQ. 3054804450 P.05
ARTICLES OF ASSOCIATION
AND BY-LAWS FOR THE
BROWARD RISK MANAGEMENT ASSOCIATION)
(BRMA)
(Continued)
°Self -Insurance" - The decision by a public agency not to purchase insurance coverage for
Asks below certain limits; to seek and maintain immunities provided by law for a non-
insured public agency; to rely upon its financial capabilities to pay covered losses which
occur in case third party claims are held valid and not barred or capped by available
immunities and to purchase some insuranceto protect against catastrophic or aggregate
losses. The purchase of liability insurance by the Pool or any of its Members is not
intended to, and does not, waive Sovereign Immunity. Purchase of liability insurance shall
only be pursuant to Florida Session Laws 87-934, as such Session Law is codified in the
Florida Statutes and is not pursuant to any other statute of the State of Florida. - f
"Joint Self-insurance° or "Self -Funded" - A self-insurance or self-funded program in
which Members agree to an assessment annually, and where required, supplementary
assessments to support the Risk Management Pool.
'Total Annual Payroll" - Total of wages and/or salaries excluding premium, overtime and
other employee benefits incurred by the employer during the calendar year.
"Annual Payments" - The amount each Member must annually pay to fund the
anticipated costs of the full operation of the Pool.
"Supplementary Payments" - Members shall also be obligated as required, to make
supplementary payments if the amount of the annual payments shall be insufficient to
fund the operations of the Pool.
'Excess Insurance' - Insurance purchased by the Pool from insurance companies with a
"BEST" rating of B + 5 or better and/or Lloyds of London to cover losses over a pre-set
aggregate amount up to a pre-set maximum amount of coverage. Purchase of such
insurance is not intended to, nor does it waive Sovereign Immunity.
'Stop Loss Excess Insurance" - Insurance purchased by the Pool from insurance companies
with a "BEST" rating of B + 5 or better and/or Lloyds of London to write coverage up to a
ANDREW MAURODIS, ESQ.
3054804490 P.01
ARTICLES OF ASSOCIATION
AND BY-LAWS FOR THE
BROWARD RISK MANAGEMENT ASSOCIATION)
(BRMA)
(Continued)
Risk Management Pool. Purchase of such insurance is not intended to, nor does it, waive
Sovereign Immunity.
PURPOSE:
The Pool is a cooperative agency voluntarily established by Members as set forth in Florida
Statutes Sections 163.01, 768.28 and 440.57 for the purpose of seeking the prevention or
lessening of casualty and property losses to Members and injuries to persons or employees
which might result in claims being made against Members. The purpose of this Pool is to
carry out and effect the agreed upon functions and purposes of this Intergovernmental
Agreement as stated herein.
It is the intent of the Members of this Pool to create an entity which will administer a Risk
Management Pool and utilize such funds to defend and protect, in accordance with this
Intergovernmental Agreement, any Member of the Pool against liability for a covered
Toss. This agreement shall constitute the substance of a contract among the Members.
All funds contained within the Risk Management Pool are funds directly derived from its
Members who are public agencies of the State of Florida. It is the intent of the Members
in entering into this Intergovernmental Agreement that, to the fullest extend possible,
the scope of Risk Management undertaken by them through a Joint Self -Insurance or Self -
Funded program using governmental funds shall not waive, on behalf of any Member or
such Member's employees as defined in Florida Statutes Section 768.28, any defenses or
immunities therein provided, or provided by the laws of the State of Florida. The Pool and
the Members of this pool intend to effect no waiver of Sovereign Immunities through
their use of public funds retained within the Risk Management Pool. Such funds being
utilized to protect against risks in accordance with Florida Statutes Section 768.28, are not
intended to constitute the existence, issuance or purchase of a policy for insurance. This
Intergovernmental Agreement is not to be considered such as would create this Pool to be
treated as an 'insurer within the meaning of any legislation giving risk to liability or
applicability to 'insurer~, for damages, costs, fees or expenses, etc., under Florida Statutes
Sections 624.155, 626.9541, 626.9561, 627.426, 627.428, or other statutes applicable to
insurers in the Stat of Florida.
ANDREW MAURODIS, ESQ.4 3054804496 P.02
ARTICLES 11I - POWER AND DUTIES
The powers of the Pool to perform and accomplish the functions and purposes set forth
herein, within the budgetary limits and procedures set forth in this Intergovernmental
Agreement shall be as follows:
a. To establish By -Laws and Amendments to By -Laws, and operational procedures
'governing the operations of the Pool which are consistent with this
intergovernmental Agreement as set forth in Florida Statutes Sections 768.28,
163.01 and 440.57 and Florida Sessions Laws 87-134,Sections 1, 3, 4 and 5 and to not
waive any Sovereign Immunity not waived statutorily under Florida Law, and to
expressly negate any past, present, or future waiver of Sovereign Immunity under
Florida Statute Section 286.28 or its predecessors, and to continue to negate any
waiver of Sovereign Immunity for discretionary and planning functions of
government.
b. To employ agents, employees and independent contractors and approve the rate of
compensation, benefits and/or contracts that apply to Pool employees, Pool officers
and service providers, and to ensure all benefits of FS 163.01 (9a) and all other
applicable Florida Statutes;
c. To lease real property and to purchase or lease equipment, machinery or personal
property necessary for the carrying out of the purpose of the Pool;
d. To carry out educational and other programs relating to risk reductions;
e. To cause the creation of this Pool and see to the collection of funds for the
continued administration of the Risk Management Pool;
f. To purchase Excess Insurance and Stop Loss Excess Insurance to supplement the Risk
Management Pool without such being a waiver of Sovereign Immunity under Florida
Law;
9 -
To establish reasonable and necessary loss reduction and prevention procedures
which shall be followed by the Members;
h. To provide Risk Management services including the defense of and settlement of
claims and to have the authority granted by Florida Session Laws 87-134 Sections 1,
3, 4 and 5 as such may be codified in the Florida Statutes;
i. To negate pursuant to Florida Session Law 87-134, as such may be modified in the
Florida Statutes, any implications of a waiver of Sovereign Immunity other than that
required by said Session Law, and to negate any waiver of Sovereign Immunity other
than that of operation negligence under said Session Law;
To act solely within the budgetary limits established by the Members to carry out
such other activitls as are necessarily implied or required to carry out the purposes
of the Pool;
k. To sue or be sued as a separate legal entity.
ANDREW r4AuRODIS, ESQ. 3054804490 P.03
ARTICLE 1V - PARTICIPATION AND TERM
The initial term of the Pool shall be from the 31st day of. December,
1990 to the 31st day of December,' .19-92. o After the initial two (2)
year term of the Pool, the Members may, through the manner provided in Article VI (h)
(4), extend the term of the Pool for individual extended terms each of•which may not be
for more than two (2) years.
So long as the Pool shall continue in existence, any current or new Member joining the
Pool shall remain a Member fora two (2) year term. Thus, a new Member joining the Pool
for the final year of a two (2) year term shall be obligated to continue as a Member of the
Pool for at least the first year of the new two (2) year term if such an extended term is
authorized. After the initial two (2) year term of the Pool, any Member of the Pool may
withdraw from the Pool at the end of the fiscal year upon the giving of at least one (1)
year's prior written notice. Such notice shall be addressed to the Executive Director of the
Pool and shall be accompanied by a resolution of the governing body of the Member
electing to withdraw from the Pool. Such notice may also be given at least one (1) year
prior to the end of the first two (2) year cycle to effectuate withdrawal at the end of that
cycle.
The Pool shall establish and periodically review standards for the admission of new
Members.
ARTICLE V - COMMENCEMENT OF THE POOL
The Pool shall commence its operations on 31st day December, 1990..
ARTICLE VI - BOARD OF DIRECTORS OF THE P001.
a. There is hereby established a Board of Directors (sometimes hereinafter referred to
as the "Board ) of the Pool. Each Member shall appoint one (1) person to represent
that body (the "Representative) on the Board of Directors for a term of one (1) year
along with another person to serve as an alternate representative (the "Alternate')
when the Representative is unable to carry out that Representative's duties. The
Representative and Alternate shall be appointed in writing by the governing body
of the Member and copy of written appointment shall be provided to the Pool.
Once such appointments are made known to the Pool, the persons appointed shall
remain in office until the Pool receives evidence in writing of the appointment of
other persons by the Member's governing body. The Representative and Alternate
selected must be either an employee or elected official of the entity.
ANDREW MALIRODIS, ESQ. 3054804450 P.04
ARTICLE V1 - BOARD OF DIRECTORS OF THE POOL (Continued
The Board of Directors shall bi-annually select a Chairman and Vice Chairman during
the final quarter of each two (2) year term to serve during the subsequent two (2)
year term. No person may serve as Chairman of the Board of Directors for more than
two (2) consecutive full two (2) year terms. The Chairman shall vote on all matters
that come before the Board. The Chairman shall have such other powers as he may
be given from time to time by action of the Board.
The Vice -Chairman shall carry out alt duties of the Chairman of the Board during the
absence or inability of the Chairman to perform such duties and shall carry out such
other functions as reassigned from time to time by the Chairman or the Board of
Directors. The Board of Directors may from time to time appoint other officers to
the Board.
b. The Board of Directors shall have the responsibility for:
1. - Hiring of Pool officers, agents, non -clerical employees and independent
contractors;
2. Setting of compensation for all persons, firms and corporations employed by
the Pool;
3. Approval of amendments to the Intergovernmental Agreement;
4. Approval of the acceptance of new Members and expulsion of Members,
except that the approval may be delegated to the Executive Committee under
such procedures as are contained in the motion making delegation;
5. Approval and amendment of the annual budget of the Pool;
6. Approval of the operational procedures developed by the Executive Director;
7. Approval of educational and other programs relating to risk reduction;
B. Approval of reasonable and necessary loss reduction and prevention
procedures which shall be followed by all Members;
9. Approval of annual supplementary payments to the Risk Management Pool for
each Member; and
10. Approval of additional terms for the existence of the Pool.
c. Each Member shall be entitled to one (1) vote on the Board of Directors. Such vote
may be cast only by the Representative of the Member or in the Representative's
absence by the Alternate. No proxy votes or absentee votes shall be permitted.
Votinglshall be conducted by sealed ballot, show of hands or any method
established by the Board. A simple majority vote of those Representatives present
shall be required to pass on any motion.
d. The Representative selected by the Member shall serve until a successor has been
selected. The Representative c osen by the Member may be removed at any time by
the vote of the Member's governing body. In the event that a vacancy occurs in the
position of Representative or Alternate selected by the governing body of a
Member, that body shall appoint a successor in writing within sixty (60) days of such
vacancy occurring. The failure of a Member to select a Representative or the failure
of that person to participate shall not affect the responsibilities or duties of a
Member under this Intergovernmental Agreement.
ANDREW MAURODIS, ESQ. 3054804490 P.05
ARTICLE VI - BOARD OF DIRECTORS OF THE POOL (Continued}
e. The Board of Directors shall have the power to establish both standing and Ad Hoc
committees to further the functions and purpose of this Pool. Unless the Board of
Directors shall establish some other procedure, the authority for selection of
Representatives or Alternates serving on the Board of Directors who shall serve on
such committees and chair them shall reside with the Chairman of the Board of
Directors. The Chairman of the Board of Directors may appoint non-voting and non -
paid persons who are not members of the Board of Directors to serve on committees
of the Pool. The Board of Directors shall dictate to the Executive Director the
guidelines for authorizing the settlement of claims. The Board of Directors may
authorize the establishment of an Executive Committee. That Executive Committee
shalt consist of the Chairman of the. Board and two (2) Representatives appointed by
the Board. The Board of Directors may grant to the Executive Committee the
authority to approve expenditures, authorize a settlement of claims and suits and
take such other action as shall be specifically delegated to it.
f. The Board of Directors may establish rules governing its own conduct and procedure
not inconsistent with this Intergovernmental Agreement.
g. A quorum shall consist of a majority of the Representatives (or in their absence their
Alternates) serving on the Board of Directors. Except as provided in Subsection (h),
herein, or elsewhere in this Intergovernmental Agreement, a simple majority of a
quorum shall be sufficient to pass upon all matters.
h. A greater vote than a majority of a quorum shall be required to approve the
following matters:
1. Such matters as the Board of Directors shall establish within its rules as
requiring for passage a vote greater than a majority of a quorum, provided,
however, that such a rule can only be established by greater than a majority
vote at least equal to the greater than majority vote required by the proposed
rule.
2. The expulsion of a Member shall require the two-thirds (2/3) vote of all the
Representatives serving on the Board of Directors.
3. Any amendment of this Intergovernmental Agreement except as provided in
Subsection 4 below, shall require the two-thirds (2/3) vote of all the
Representatives serving on the Board of Directors.
4. The amendment of this Intergovernmental Agreement to cause the
termination of this Agreement sooner that two (2) years after its
commencement, a reduction or elimination in the scope of Toss protection set
out in Article X to be furnished by the self-insurance pool derived from
payments from the Members, or the continuation in existence of the Pool after
this first two (2) year term for single individually approved fixed periods each
not in excess of two (2) years, shall require that specific written notice of the
proposed change be sent by registered or certified mail to the governing body
of the Member and to the Representative and Alternate of the Member
serving on the Board of Directors, no less than ten (10) days prior to a meeting
at which this matter is proposed, and the amendment as proposed or as
amended at such Board meeting must receive the approval of two-thirds (2/3)
vote of all of the then current Representatives (or In their absence their
Alternates) representing the then Members of the Pool.
ANDREW MAURODIS, ESQ. 3054804490
ARTICLE VI - BOARD OF DIRECTORS OF THE POOL (Continued)
No Representative or Alternate serving on the Board of Directors shall receive any
salary from the Pool.
ARTICLE VII - BOARD OF DIRECTORS MEETINGS
a. Regular meetings of the Board of Directors shall be held at least four (4) times a
year. The dates of regular meetings of the Board shall be established at the
beginning of each fiscal year. Any item of business may be considered at a regular
meeting. At least one (1) meeting shall be held during each quarter of the fiscal
year. Special meetings of the Board of Directors may be called by its Chairman, or by
any three (3) Representatives (or in their absence their Alternates). The Chairman or
in his absence, the Vice Chairman, shall give ten (10) days written notice of regular
or special meetings to theRepresentative and Alternate of each Member and an
agenda specifying the subject of any'speciat meeting shall accompany such notice.
Business conducted at special meetings shall be limited to those items specified in
the agenda. The Executive Director shall attend all Board meetings and Executive
Committee meetings to service as an advisor and to report as the administrative
officer of the Pool.
b. The time, date and location of regular and special meetings of the Board of Directors
shall be determined by the Chairman of the Board of Directors, or in his absence, by
the Vice Chairman.
c. To the extent not contrary to this Intergovernmental Agreement, and except as
modified by the Board of Directors, Roberts Rules of Order, latest edition, shall
govern all meetings of the Board of Directors. Minutes of alt regular and special
meetings of the Board of Directors shall be sent to all Representatives (or in their
absence their Alternates) serving on the Board of Directors.
ARTICLE VIII - POOL OFFICERS
a. Officers of the Pool shall consist of an Executive Director, a Treasurer, and such other
officers as are established from time to time by the Board of Directors. All Pool
officers shall be appointed by the Board of Directors.
b. The Executive Director shall be the chief administrative officer of the Pool and shall
in general, supervise and control the day to day operations of the Pool and shall
carry out the policy and operational procedures of the Pool as established in this
Intergovernmental Agreement and by the Board of Directors. Among his duties
shall be the following:
1. He may sign, with such other person authorized by the Board of Directors, any
instruments which the Board of Directors have authorized to be executed and,
in general, shall perform all duties incident to the office of Executive Director
and such other duties as may be prescribed by the Board of Directors.
2. The Executive Director shall prepare a proposed annual budget and proposed
annual Risk Management Pool payment and, where required, supplementary
payments to the Risk Management Pool and shall submit such proposals to the
Board of Directors.
P. 01
ANDREW MAURODIS, ESQ. 3054804450 P.02
ARTICLE VIII - POOL OFFICERS (Continued)
3: The Executive Director shall, where necessary, make recommendations
regarding policy decisions, the creation of other Pool officers and the
employment of agents and independent contractors. At each regular meeting
of the Board of Directors and at such other times as he shall be required to do
so, he shall present a full report of his activities and the fiscal condition of the
Pool.
4. The Executive Director shall report monthly to all Members on all claims filed
and payouts made.
S. The Executive Director shall, within the constraints of the approved or
amended budget, employ all secretarial, clerical and other similar help and
expend funds for administrative expenses.
c. The Treasurer Shall:
9. Have charge and custody of and be responsible for alt funds and securities of
the Pool; receive and give all receipts for moneys due and payable to the Pool
from any source, whatsoever; deposit all such moneys in the name of the Pool
in such banks, savings and loan associations or other depositories, that are
recognized as 'Qualified Public Depositories' by the State Treasurer operating
under Chapter 280 Florida Statutes, as shall be selected by the Board of
Directors; invest the funds of the Pool as are not immediately required in such
securities as the Board of Directors shall specifically or generally select from
time to time; and maintain the financial books and records of the Pool.
2. In general, perform all duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him by the Executive Director or
the Board of Directors.
d. The Board may select a financial institution to carry out some or all of the functions
which would otherwise be assigned to a Treasurer and may select a risk
management company or agent to serve as claims administrator or to carry out some
or all of the functions which would otherwise be assigned to an Executive Director.
The Board may also employ persons or companies as independent contractors to
carry out some or all of the functions of officers of the Pool.
e. In the absence of the Executive Director or Treasurer, or in the event of the inability
or refusal of such officers to act, the Chairman of the Board of Directors may
perform the duties of the Executive Director or Treasurer, and, when so acting, shall
have all of the powers of and be subject to all of the restrictions upon the Executive
Director or Treasurer.
ARTICLE IX - FINANCES AND RISK MANAGEMENT POOL
a. The fiscal year of the Pool shall commence on October 1, and end on September 30,
of each year.
ANDREW MAURODIS. ESQ. 3054804490 P.03
ARTICLE IX - FINANCES AND RISK MANAGEMENT POOL (Continued
b. The Board of Directors or the Executive Committee shall approve a preliminary
budget for the administration of the Pool by June 1, of each year. Copies of all
preliminary and final budgets shall be promptly mailed to each Member of the
Board of Directors. The Board of Directors shall, by July 9 of the year prior to the
start of each fiscal year adopt a final budget and determine the amount of the
Annual Payment to be made by each member and the date upon which the payment
is due. Failure of the Board of Directors or the Executive Committee to approve a
preliminary or final budget within the times set forth within this Section shall not
relieve the Members of the obligation to make Annual or Supplementary Payments
to the Pool so long as such budgets are finally adopted, and the Members are given
at least forty-five (45) days after the passage of the final budget in which to make
Annual Payments .to the Pool. Members will be allowed sixty (60) days after
notification to make Supplementary Payments.
c. In determining the amount of the Annual Payment due from each Member, the
Board of Directors shall consider some or all of the following factors:
1. Number of employees;
2. Property values of the Member;
3. Number and type of vehicles owned by the Member and the use made of the
vehicles;
4. Population of the geographic area represented by the Member;
5. The payroll of the Member;
6. Self -funding contribution to the Pool;
7. The budget of the Member;
B. The claims and loss experience of the Members
The Board of Directors shall establish annually a cost of risk allocation which is
utilized in making the allocation of the amount of the Annual Payment due from
each member.
This standard may, however, vary from year to year, but it must be applied equally to
all Members similarly situated during such period of time as it is utilized.
The Board of Directors may grant debits or credits to Members with above or below
average Toss or claims records. The amount of such debits or credits may not vary
more than twenty-five percent (25%) above or below the amount which the
member would pay if it had not been granted the debit or credit. In establishing the
loss and claims record of the Member, the Board of Directors may utilize the loss and
claims experience of the Member during the latest three (3) years of the Pool.
ANDREW MAURODIS, ESQ. 3054804490 P. 04
ARTICLE IX - FINANCES AND RISK MANAGEMENT POOL (Continued)
d. Budgets may. be amended at any time by majority vote of the Board and calls for
Supplementary Payments may be made by the Board of Directors, providing,
however, that such additional sums may be called for in a total amount attributable
to any one (1) year of no more than the amount stipulated as the members'
maximum Annual premium adjustment for that year. The Board shall also make calls
for Supplementary Payments from Members which have withdrawn or been
expelled for years during which they were members. The forwarding of such Annual
and Supplementary Payments within a time specified in notices to the members
giving them not less than forty-five (45) days to make such Annual Payments and
sixty (60) days to make Supplementary Payments, shall be of the essence of this
contract. Supplementary Payments shall only be required by the Board of Directors
in a situation in which there is a reasonable concern that the sum remaining from
the Annual Payments will not be sufficient to meet the responsibilities of the Pool
established in this Intergovernmental Agreement. Members shall be responsible for
Supplementary Payments during the entire life of the Pool and any later period
when claims or expenses need to be paid which are attributable to the year of
membership when the event out of which the expense or claim occurred.
Supplementary Payments may be called for in a number of individual requests
provided that the total amount of the Supplementary Payments may not exceed the
maximum amount permitted.
e.. In subsequent years, the Board of Directors may permit the Annual or
Supplementary Payments to be made on a monthly or quarterly basis. The amount
of any Supplementary Payments required shall be based upon the same formula as
was used in establishing the Annual Payment for that year.
f. Members shall be both severally and jointly liable to the State of Florida Department
of Administration, Division of Retirement for any Florida Retirement Systems
contributions which are owed by the Pool for Pool employees. Each member shall
be responsible for expenses incurred which are attributable to the years of
membership as outlined in the Intergovernmental Agreement Article IX (d).
If, for any year during which the Pool was in existence, all claims known or unknown
have either been paid or provision has been made for such payment, the Board of
Directors as then constituted shall distribute surplus funds to the Members who
constituted the membership of the Pool in that prior year, after first deducting
therefrom reasonable administrative and other non -allocated costs incurred by the
Pool in the processing of the claims in years other than the one in which the claim
was made. The distribution among the Members shall be in the same proportion to
the total as was their Annual Payment for that year to the Annual Payments of all
Members.
9.
h. The Board of Directors shall provide to the Members an annual audit of the financial
affairs of the Pool to be made by a certified public accountant at the end of each
fiscal year. An annual report shall be delivered to the Chairman of the governing
body of each Member.
ARTICLE X - EXCESS INSURANCE
The Pool will purchase Excess Insurance from underwriters of insurance with a °BEST"
rating of B + 5 or better andfor Lloyds of London in such amounts as shall be approved by
the Board of Directors. but such purchase does not. and is not intended to waive
ANDREW MAURODIS, ESQ. 304864490 P.05
ARTICLE X - EXCESS INSURANCE (Continued)
In addition to the stated Excess Insurance coverage, the Pool will obtain when possible,
Aggregate Stop Loss Excess Insurance, such that in the event that the Pool should in any
single year expend a maximum aggregate sum, set from time to time by the Board of
Directors for the payment of claims, the Stop Loss Excess Insurance protection would pay
additional claims above that amount to a certain maximum annual amount. The Board of
Directors and underwriters shall determine the commencement level of the Aggregate
Stop Loss Excess Insurance protection and its limit based upon the current assets and risk
history of the Pool.
In the event that a series of losses should exceed the amount of coverage provided by the
Risk Management Pool, the Excess Insurance and the Stop. Loss Excess Insurance coverage
for any one (1) year, then the determination of whether to pay such uncovered loss shall
be the obligation of the individual Member or Members against whom the claim was
made and perfected judgment or settlement under Florida Law.
The Pool shall make payments from the Risk Management Pool and the Excess Insurance
and Stop Loss Excess Insurance proceeds in the order in which the judgments against the
Pool have been entered or settlements of claims have been reached.
ARTICLE XI.OBLIGATIONS OF MEMBERS
The obligations of Members of the Pool shall be as follows:
a. To budget for, where necessary to levy for and to promptly pay all Annual and
Supplementary or other payments to the Risk Management Pool at such times and in
such amounts as shall be established by the Board of Directors within the scope of
this Intergovernmental Agreement. Any delinquent payments shall be paid with a
penalty which shall be set by the Board, but such rate shall not exceed the highest
interest rate allowed by statute to be paid by a Florida public agency.
b. To select, in writing, a Representative to serve on the Board of Directors and to
select an Alternate Representative;
c. To allow the Pool reasonable access to all facilities of the Member and all records
including but not limited to financial records which relate to the purpose or powers
of the Pool.
d. To allow attorneys employed by the Pool to represent the Member in investigation,
settlement discussions and all levels of litigation arising out of any claim made
against the Member within the scope of loss protection furnished by the Pool.
e. To furnish full cooperation with the Pool attorneys, claims adjusters, the Executive
ARTICLE XI a OBLIGATIONS OF MEMBERS (Continued)
f. To follow in its operations all loss reduction and prevention procedures established
by the Pool within its purpose of powers.
g. To report to the Executive Director within the time limit specified the following
items:
1. Within ten (10) days of receipt, any and all statutory notices of claims, as well as
summons and complaint or other pleading before a court or agency, involving
any claim for which Pool coverage is sought.
2. Any oral or written demand for monetary relief for which coverage is sought.
3. At the earliest practicable moment any information of an occurrence, claim or
incident received by the Member and from which the Member could
reasonably conclude that coverage will be sought by said Member for such an
occurrence, claim or incident.
In the event that the items set forth above are not submitted to the Executive
Director within the time periods set forth above, the Board of Directors of the Pool,
by a vote of a majority of a quorum of the Board, at a regular or special meeting,
may in whole or part decline to provide a defense to the Member or to extend the
funds of the Pool for the payment of losses or damages incurred. In reaching its
decision, the Board shall consider whether and to what extend the Pool was
prejudiced in its ability to investigate and defend the claim due to the failure of the
Member to promptly furnish timely notice of the occurrence, claim or incident to the
Executive Director. The decision of the Board of Directors shall be final.
ARTICLE XII - LIABILITY OF BOARD OF DIRECTORS OR OFFICERS OF THE POOL
The Representatives (or in their absence their Alternates) serving on the Board of
Directors (the 'Directors') or officers of the Pool should use ordinary care and reasonable
diligence in the exercise of their power and in the performance of their duties hereunder:
they shall not be liable for any mistake of judgment or other action made, taken or
omitted by them in good faith; nor for any action taken or omitted by any agent,
employee or independent contractor selected with reasonable care; nor for loss incurred
through investment of Pool funds or failure to invest. No Director shall be liable for any
action taken or omitted by any other Director. Directors shall have the immunities
provided by law and in particular Florida Statutes Section 163.01. The Pool may purchase
insurance providing liability coverage for such Directors or officers.
ARTICLE XIII • ADDITIONAL INSURANCE
The Pool, through the distribution of the minutes of the Board of Directors or through
other means, shall inform all Members of the scope and amount of Excess or Stop Loss
Excess Insurance in force at all times. Membership in the Pool shall not preclude any
ARTICLE XIII - ADDITIONAL INSURANCE Continued)
Member from purchasing any insurance coverage above those amounts purchased by the
Pool. Such purchase shall not be construed to waive Sovereign Immunity of the Members
of the Pool or the Pool. The Pool shall make its facilities available to advise Members of
the types of additional or different coverages available to Pool Members.
ARTICLE XIV - OPTIONAL DEFENSE BY MEMBER
Whenever the Pool proposes to settle any pending claim or suit where the amount of that
proposed settlement shall exceed Five Thousand Dollars ($5,000.00), the Member shall be
given advance notice of that settlement. Such notice may be given by the establishment
of a reserve amount in excess of Five Thousand Dollars ($5,000.00), provided that the
amount of the settlement does not exceed the amount reserved. The officers and
employees of the Pool shall, however, endeavor to give specific oral or written notice to
the Member's Representative or Alternate of the exact amount of any proposed
settlement in excess of Five Thousand Dollars ($5,000.00) prior to the date at which the
Pool proposes to bind itself to pay such settlement amount. The officers, employees or
independent contractors of the Pool shall attempt to give the Members as much notice of
the settlement negotiations asis possible under the circumstances of each case.
ARTICLE XV - CONTRACTUAL OBLIGATION
This document shall constitute a binding contract under the Florida Interlocal
Cooperation Act of 1969 among those public agencies which become Members of the
Pool. The obligations and responsibilities of the Members set forth herein including the
obligation to take no action inconsistent with this Intergovernmental Agreement as
originally written or validly amended shall remain a continuing obligation and
responsibility of the Member. The terms of this Intergovernmental Agreement may be
enforced in a court of law by the Pool.
The consideration for the duties herewith imposed upon the Members to take certain
actions and to refrain from certain other actions shall be based upon the mutual promises
and agreements of the Members set forth herein. This Intergovernmental Agreement
may be executed in duplicate originals and its passage by the Member's governing body
shall be evidenced by a certified copy of a resolution passed by the members of the
governing body in accordance with the rules and regulations of such public agency,
orovidtd. howev,r, thy:: •:r? M to the extent of the limited financial contributions to the
ARTICLE XV - CONTRACTUAL OBLIGATION (Continued)
agreed to herein or such additional obligations as may come about through amendments
to this Intergovernmental Agreement, no Member agrees or contracts herein to be held
responsible for any claims in tort or contract made against any other Member. The
Members intend in the creation of the Pool to establish an organization for Risk
Management only within the scope herein set out and have not herein created as
between Member and Member any relationship of surety, indemnification or
responsibility for the debts of or claims against any Member.
ARTICLE XVI - EXPULSION OR TERMINATION.OF MEMBERS
By the vote of two-thirds (2/3) of the Directors serving on the Board of Directors, any
member may be expelled. Such expulsion may be carried out for one (1) or more of the
following reasons:
a. Failure to make any timely payments or assessments due to the Pool.
b. Failure to undertake or continue loss reduction and prevention procedures adopted
by the Pool.
c. Failure to allow the Pool reasonable access to all facilities of the member and all
records which relate to the purpose, powers or functioning of the Pool.
d. Failure to furnish full cooperation with the Pool's attorney(ies) claims adjuster(s), the
Executive Director and any agent, employee, officer or independent contractor of
the Pool relating to the purpose, powers and proper functioning of the Pool.
e. Failure to carry out any obligation of a Member which impairs the ability of the Pool,
to carry out its purpose or powers or functions.
No Member may be expelled except after notice from the Pool of the alleged failure
along with a reasonable opportunity of not less than thirty (30) days to cure the alleged
failure. The Member may request a hearing before the Board before any decision is made
as to whether the expulsion shall take place. The Board shall set the date for a hearing
which shall not less than fifteen (15) days after the expiration of the time to cure has
passed. A decision by the Board to expel a Member after notice and hearing and a failure
to cure the alleged defect shall be final. The Board of Directors may establish the date at
which the expulsion of the Member shall be effective at any time not less than sixty (60)
days after the vote expelling the Member has been made by the Board of Directors. If the
motion to expel the Member made by the Board of Directors or a subsequent motion does
not state the time at which the expulsion shall take place, such expulsion shall take place
sixty (60) days after the date of the vote by the Board of Directors expelling the Member.
ARTICLE XVI - EXPULSION OR TERMINATION OF MEMBERS (Continued)
After expulsion or termination whether voluntary or involuntary, the former Member
shall continue to be fully responsible and obligated for its portion of covered claims
against the Pool which covered claims were incurred during the term of its membership,
along with any other unfulfilled obligations as if it were still a Member of the Pool. The
expelled or terminated Member shall, after expulsion or termination, no longer be
entitled to participate or vote on the Board of Directors.
ARTICLE XVII -TERMINATION OF THE POOL
If at the conclusion of any fixed term of the Pool, the Board of Directors does not vote to
continue the existence of the Pool, then the Pool shall cease its existence at the close of
the then current fiscal year. Under those circumstances, the Board of Directors shall
continue to meet on such a schedule as shall be necessary to carry out the termination of
the affairs of the Pool. It is contemplated that the Board of Directors may be required to
continue to hold meetings for some substantial period of time in order to accomplish this
task, including the settlement of alt covered claims incurred 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 Pool.
After termination of the Pool Member shall continue to hold membership on the Board of
Directors but only for the purpose of voting on matters effecting their limited continuing
interest in the Pool for such years as they were Members of the Pool. All Members upon a
general termination of the Pool shall remain fully obligated for their portion of any
covered claims and expense against the Pool which was incurred or created during the
term of their membership, along with any other unfulfilled obligations, including, but not
limited to calls for Supplementary Payments for years of their membership which may be
required and called for in subsequent years.
IN WITNESS WHEREOF THIS AGREEMENT HAS BEEN EXECUTED BY THE
ENTITY: CITY COMMISSION OF THE CITY OF PARKLAND . THE APPROVAL OF THE
FOREGOING AGREEMENT WAS PASSED BY THE
ENTITY: CITY COMMISSION OF THE CITY OF PARKLAND ON THE 19TH
DAY OF SFPTFMRF . , 19, 91 AND ATTACHED HERETO, 8 DO HEREBY
EXECUTE AND THE CITY CLERK DOES HEREBY ATTEST TO MY
SIGNATURE AS EVIDENCE THAT THE CITY OF PARKLAND_
HAS APPROVED AND HEREBY BECOMES A BOUND SIGNATURE MEMBER OF THE
'INTERGOVERNMENTAL COOPERATIVE AGREEMENT' FOR BROWARD RISK
MANAGEMENT ASSOCIATION, A COPY OF WHICH IS ATTACHED HERETO, AND WHICH IS
PURSUANT TO FS.163.01, WHICH COMMENCED ON ._31ST DAY :: F DECFMRFR.19_90
ATTEST:
SUSAN ARMSTRONG, CITY CL RK
THIS
J.�hIER
/ln
HARRY J. ER
TZ. CIT
DAY OF . .-ry-K-��,�. _ ,19 9/
APPROVED AS TO FORM:
CITY ATTORNEY