HomeMy WebLinkAbout1994-54 Authorizing Participation in the South East Risk Management Association (SERMA)RESOLUTION NO. 94 - 54
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
PARKLAND, FLORIDA APPROVING AND AUTHORIZING THE
EXECUTION OF AN INTERLOCAL AGREEMENT ESTABLISHING
THE SOUTH EAST RISK MANAGEMENT ASSOCIATION;
APPROVING AND AUTHORIZING THE EXECUTION OF AN
AMENDED AND RESTATED INTERLOCAL AGREEMENT FOR THE
BROWARD RISK MANAGEMENT ASSOCIATION; PROVIDING FOR
TERMS AND CONDITIONS OF SAID APPROVAL; AND PROVIDING
FOR AN EFFECTIVE DATE
WHEREAS, the Cities of Coconut Creek, North Lauderdale,
Oakland Park and Wilton Manors (the "Cities") entered into an
Intergovernmental Cooperative Agreement ("First Agreement") for the
creation of the Broward Risk Management Association ("BRMA") which
association commenced on December 31, 1990; and
WHEREAS, it is the desire of certain or all of the Cities
to enter into a new Interlocal Agreement ("Interlocal Agreement")
with the Town of Lake Clarke Shores, the Town of Lake Park, the
City of Lake Worth, the Town of Lantana and the Village of North
Palm Beach, and to establish the South East Risk Management
Association ("SERMA").
WHEREAS, it is also the desire of the Cities to enter
into an Amended and Restated Interlocal Agreement for the Broward
Risk Management Association ("Amended BRMA
to supersede the First Agreement and to gc
BRMA which shall continue as an enti
administrative affairs of BRMA relating to f:
Fiscal Year October 1, 1993 - September 30,
RESOLUTION NO. 94-54
PAGE 2
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF PARKLAND, FLORIDA, that:
Section 1. The City of Parkland ("City") hereby
approves the Interlocal Agreement establishing SERMA effective
March 1, 1995, and retroactive to October 1, 1994, and authorized
the execution thereof by the appropriate City Officials.
Section 2. The City hereby approves the Amended BRMA
Interlocal Agreement, effective March 1, 1995 and retroactive to
October 1, 1994, and authorizes the execution thereof by the
appropriate City Officials.
Section 3. This Resolution shall take effect
immediately upon its passage and adoption.
PASSED AND ADOPTED THIS 18th DAY OF JANUARY
1995.
SUSAN ARMSTRONG, C.M.C.j CITY CLERK
AMENDED AND RESTATED INTERLOCAL AGREEMENT
FOR THE BROWARD RISK MANAGEMENT ASSOCIATION
This is an Agreement ("Agreement") entered into by and among
the CITY OF COCONUT CREEK, the CITY OF NORTH LAUDERDALE, the CITY
OF OAKLAND PARK, the CITY OF PARKLAND, arid the CITY OF WILTON
MANORS, all of said cities being municipal corporations organized
and existing under the laws of the State of Florida.
WITNESSETH, in consideration of the mutual terms, conditions,
promises, covenants and payments hereinafter set forth, the parties
hereto agree as follows:
ARTICLE I - PREAMBLE
The parties hereto entered into an Agreement entitled Articles
of Association and Bylaws for the Broward Risk Management
Association (BRMA) effective December 31, 1990, for the purpose of
forming a risk management and self-insurance association pursuant
to the provisions of Florida Statutes (the "First Agreement").
Pursuant to the terms of the First Agreement, BRMA has continued in
existence until the present by resolution of its Board of Directors
for two additional two-year terms since its inception, the most
recent resolution having been adopted by the Board of Directors on
September 26, 1994, extending the term of BRMA through and
including September 30, 1996.
This Agreement shall govern the operations of BRMA which shall
continue as an entity until such time as the administrative affairs
of BRMA have been completed and for the sole purpose of
administering claims and conducting business relating to fiscal
years ending with Fiscal, Year October 1, 1993 - September 30, 1994.
ARTICLE II - DEFINITIONS
As used in this Agreement, the following terms shall have the
meaning hereinafter set forth:
"Actuarially Determined IBNR" - The amount of IBNR in each and
all fiscal years of BRMA as determined by the actuary engaged by
BRMA to provide the annual actuarial report.
"Actuarially Determined Surplus" - The amount of surplus in
each and all fiscal years of BRMA as determined by the actuary
engaged by BRMA to provide the annual actuarial report.
"Annual Payment" - The amount each Member must annually pay to
fund the anticipated costs of the full operation of BRMA, as
determined pursuant to the terms of this Agreement. It is
anticipated that for' future years, this amount will include
administrative and operational costs and other necessary amounts to
cover expenses during the period of time required to complete the
administrative affairs of BRMA.
"Excess Insurance" - Insurance purchased by BRMA from
insurance companies with a "BEST" rating of B + V or better and/or
Lloyds of London to cover losses over a pre-set aggregate or
specific amount up to a pre-set maximum amount of coverage.
"IBNR" - Losses incurred but not reported.
"Joint Self -Insurance" or "Self -Funded" - A self-insurance or
self-funded program in which Members have agreed to an Annual
Payment, and where required, Supplementary Payments to support the
Risk Management Pool.
"Members" - The public agencies of the State of Florida which
have entered into BRMA as established by this Agreement.
"Risk Management" - A program attempting to reduce or limit
casualty and property losses to Members and injuries toemployees
caused by or arising out of the operations of Members. Where
claims arise BRMA will provide processing of claims, investigation,
defense and settlement within the financial limits of BRMA as
established in accordance with this Agreement and will tabulate
such claims, costs and losses.
"Risk Management Pool" - Public moneys established by BRMA 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.
"Self -Insurance" - The decision by a public agency not to
purchase insurance coverage for risks 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
insurance to protect against catastrophic or aggregate losses.
"Stop Loss Excess Insurance" - Insurance purchased by BRMA
from insurance companies with a "BEST" rating of B + V or better
and/or Lloyds of London to write coverage up to a contracted amount
for individual losses exceeding a specified amount to be borne by
the Risk Management Pool.
"Supplementary Payments" -Members shall also be obligated, as
required, to make supplementary payments, based upon the formula
established for supplementary assessments in this Agreement and the
Bylaws.
ARTICLE III - PURPOSE
- BRMA is a cooperative agency voluntarily established by the
Members pursuant to Sections 163.01, 768.28 and 440:57, Florida
2
Statutes, for the purpose of seeking the prevention or reduction 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 BRMA is to carry out and effect the agreed upon
functions and purposes of this Agreement as stated herein.
It is the intent of the Members of BRMA to administer a Risk
Management Pool and utilize such funds to defend and protect, in
accordance with this Agreement, any Member of BRMA against
liability for a covered loss.
All funds contained within the Risk Management Pool are funds
directly derived from its Members which are public agencies of the
State of Florida. It is the intent of the Members in entering into
this Agreement that, to the fullest extent possible, the scope of
Risk Management undertaken by them through a Joint Self -Insurance
or Self -Funded program using governmental funds, including the
purchase of any insurance hereunder, pursuant to Section 768.28
Florida Statutes, shall not waive, on behalf of any Member or such
Member's employees, any defenses or immunities therein provided, or
provided by the laws of the State of Florida. BRMA and its Members
intend to effect no waiver of Sovereign Immunities through their
use of public funds retained within the Risk Management Pool.
Such funds utilized to protect against risks in accordance
with Section 768.28, Florida Statutes, are not intended to
constitute the existence, issuance or purchase of a policy for
insurance. This Agreement is not intended to create an "insurer"
within the meaning of any legislation giving rise to liability or
applicability to "insurer", for damages, costs, fees or expenses,
etc., under Sections 624.155, 626.9541, 627.426, 627.428 Florida
Statutes, or other statutes applicable to insurers in the State of
Florida.
ARTICLE IV - POWERS AND DUTIES
The powers of BRMA to perform and accomplish the functions and
purposes set forth herein, within the budgetary limits and
procedures set forth in this Agreement, shall be as follows:
a. To establish Bylaws and operational procedures governing the
operations of BRMA which are consistent with this Agreement;
b. To employ agents, employees and independent contractors and
approve the rate of compensation, benefits and/or contracts
that apply to BRMA employees, officers and service providers,
and to ensure all benefits of Section 163.01(9)(a), Florida
Statutes, 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 purposes of BRMA;
3
d. To carry out educational and other programs relating to risk
reductions;
e. To assure 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 purchase
constituting a waiver of Sovereign Immunity under Florida Law;
g. To provide Risk Management services including the defense of
and settlement of claims and to exercise the authority granted
by Section 768.28, Florida Statutes.
h. To act solely within the budgetary limits established by the
Members to carry out such other activities as are necessarily
implied or required to carry out the purposes of BRMA.
i. To sue or be sued as a separate legal entity.
7•
To exercise such other powers and duties consistent with the
purposes of this Agreement in accordance with Florida Law.
ARTICLE V - COMMENCEMENT. PARTICIPATION. AND TERM
The initial term of BRMA began the 31st day of December, 1990
and.concluded on the 30th day of September, 1992. After the
initial two (2) year term, the Members have extended the term of
BRMA as set forth in Article I; entitled Preamble, hereof.
It shall be the obligation of the Members existing on the date
hereof to continue their membership and fulfill their
responsibilities and obligations to carry out theintent and
provisions of this Agreement.
ARTICLE VI - BOARD OF DIRECTORS OF BRMA
a. Appointment. There is hereby established a Board of Directors
(sometimes hereinafter referred to as the "Board") of BRMA.
Each Member shall appoint by motion or resolution one (1)
person to represent that body (the "Representative") on the
Board of Directors for a term specified. in the resolution
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 by the
governing body of the Member and a copy of written appointment
shall be provided to BRMA. The persons appointed shall remain
in office until BRMA receives evidence in writing of the
appointment of other persons by the governing body. The
Representative and Alternate selected must be either an
employee or elected official of the entity. Whenever in this
4
Agreement there is reference to, or act required of, a
Representative, such reference or act shall apply to the
Alternate when acting in the stead of the Representative. No
Representative or Alternate serving on the Board of Directors,
nor serving as an officer, shall receive any salary from BRMA.
b. Additional Duties. In carrying out the powers set forth in
Article IV hereof, the Board of Directors shall have the
responsibility for:
1. Employing BRMA officers, agents, non -clerical employees
and independent contractors;
2. Setting of compensation for all persons, firms and
corporations employed by BRMA;
3. Recommending to the governing bodies of the Members any
amendments to the Agreement. Any such proposed
amendments must receive the approval for recommendation
of two-thirds (2/3) of the total number of
Representatives on the Board of Directors. No amendments
may be considered by the governing bodies of the Members
that have not received such approval by the Board of
Directors;
4. The expulsion of a Member Shall require the two-thirds
(2/3) vote of all Representatives serving on the Board of
Directors;
5. Approval and amendment of the annual budget of BRMA;
6. Approval of the operational procedures of BRMA;
7. Approval of educational and other programs relating to
risk reduction;
8. Approval of reasonable and necessary loss reduction and
prevention procedures which shall be followed by all
Members;
9. Approval of annual Supplementary Payments to the Risk
Management Pool for each Member; and
10. Approval of a reduction or elimination in the scope of
loss protection set forth in Article XI to be furnished
by the Risk Management Pool derived from payments from
the Members.
C. Vacancies. The Representative selected by a Member shall
serve until a successor has been selected. The Representative
chosen may be removed at any time by the vote of the governing
body of a Member. In the event that a vacancy occurs in the
5
position of Representative or Alternate selected by the
governing body, 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 Agreement.
d. Appointment of Chair and Vice -Chair. The Board of Directors
shall bi-annually select a Chair and Vice Chair 'during the
final quarter of each two (2) year term to serve during the
subsequent two (2) year term. No person may serve as Chair of
the Board of Directors for more than two (2) consecutive full
two (2) year terms. The Chair and Vice Chair shall hold
office.. until their successors have been designated or elected
and have been qualified or until their earlier resignation,
removal from office or death. The Chair shall vote on all
matters that come before the Board. The Chair -shall have .such
other powers as may be given from time to time by action of
the Board. The Vice Chair shall carry out all duties of the
Chair of the Board during the absence or inability of the
Chair to perform such duties and shall carryout such other
functions as may be assigned from time to time by the Chair of
the Board of Directors. The Board of Directors may from time
to time appoint other officers to the Board.
ARTICLE VII - MEETINGS, NOTICE, RECORDS AND
VOTING REOUIREMENTS
a. The Board of Directors shall meet at least quarterly for
consideration of general business matters and at least
quarterly for consideration of claims matters. The Bylaws
shall make provision for the call of regular, special and
emergency meetings. The Chair, or in the absence of the
Chair, the Vice -Chair, shall give ten (10) days prior written
notice of regular or special meetings.
b. The Board shall provide notice of meetings as required by
Section 286.011, .Florida Statutes, and as provided in the
Bylaws, subject to any exceptions provided by Florida law and
the Bylaws.
c. The Board shall maintainits records as required by Florida
Law and as provided in the Bylaws.
d. At all meetings of the Board, a majority of the
Representatives serving on the Board of Directors of BRMA
shall constitute a quorum for the transaction of business.
Except as set forth to the contrary in the Agreement, the act
of the majority of Representatives present at a meeting at
which a quorum is present is_the act of the Board. Each
Member comprising a Member of BRM shall be entitled to one
(1) vote on the Board of Directors. Such vote -may be cast
6
only by the Representative or in the Representative's absence
by the Alternate. No proxy votes or absentee votes shall be
permitted.
The Board may establish within its Bylaws a rule that a
vote greater than a majority of a quorum is required for
passage of a given matter provided, however, that such rule
can only be established by a vote equal to or greater than the
extraordinary voting requirements imposed by the proposed
rule.
ARTICLE VIII - OFFICERS AND EMPLOYEES
a. Employees: The Board may, as it from time to time determines
and within the confines of BRMA's annual budget, einploy an
executive director, treasurer, secretary, staff, technical
experts, legal counsel, and such other agents and employees,
permanent or temporary, as it requires, and determine their
qualifications, duties and compensation. The Board may
approve and authorize contracts with other persons, firms and
individuals to provide services for and on behalf of BRMA as
provided herein.
b. Officers: In addition to the Chair and Vice -Chair,. the Board
may establish and provide for, in its Bylaws, such officers as
it deems appropriate. The Bylaws shall establish
qualifications and prescribe the duties of each officer.
ARTICLE IX - COMMITTEES
The Board of Directors of BRMA may create, from time to time,
such standing or ad hoc committee or committees, including an
Executive Committee, as shall be necessary or desirable to carry
out the functions and purposes of BRMA and in the Bylaws shall
provide for their creation, membership, dissolution and removal of
members.
ARTICLE X - FINANCES AND RISK MANAGEMENT POOL
a. Fiscal Year: The fiscal year of BRMA shall commence on
October 1, and end on September 30, of each year.
b. Budget and Annual Payments: The Members acknowledge that the
Board has approved .and adopted a final budget and has
established an Annual Payment to be made by each Member for
each of the fiscal years covered by this Agreement ending with
the Fiscal Year beginning October 1, 1994 through September
30, 1995. The Board may make such amendments to the budget as
are necessary.
The Members agree that the above Annual Payment made for
Fiscal Year 1994-95 shall be pro -rated, based upon a 365 -day
7
year, and the number of days that a Member has coverage,
should any Member withdraw or determine not to join BRMA's
successor association on or before February 28, 1995. Such
pro -rated amount shall be returned by BRMA to such Member
within 30 days of written notification by the Member of its
withdrawal or decision not to join BRMA's successor
association.
For ensuing fiscal years, the Board of Directors shall approve
a preliminary budget by June 1 of each year. The Board of
Directors shall, by July 1 of the year, prior to the start of
each fiscal year adopt a final budget to cover administrative
items and such other revenues and expenses as are necessary.
Copies of all preliminary and final budgets shall be promptly
mailed to each Representative. Failure of the Board of.
Directors 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 required payments to BRMA so
long as such budgets are finally adopted, and the Members are
given at least thirty (30) daysafter notification of the
adoption of the final budget in which to make any payments due
to BRMA. Members will be allowed thirty. (30) days after
notification to make Annual or Supplementary Payments.
c. Supplementary Assessments for -Prior Fiscal Years Ending with
Fiscal Year October 1. 1993 - September 30. 1994: It shall be
the obligation of the Board of Directors to establish within
its Bylaws a formulator levying of Supplementary Assessments
for prior fiscal years. Suchformula, and any amendment
thereto, shall require the approval of two-thirds (2/3) of the
entire Membershiplotthe Board ofDirectors.
d. Return of Surplus for the Fiscal Years Ending September 30,
1994: It shall be the obligation of the Board of. Directors,
within thirty. (30) days of the receipt of the audit report
.prepared by BRMA's Auditors, which report shall be provided to
BRMA within one hundred twenty (120) days of the close of any
fiscal year, to return surplus to the Members as provided
below:
1. Sixty-five percent (65%) :of the Actuarially Determined
Surplus shall be returned following the close of the
9/30/94 Fiscal Year (and each succeeding year
thereafter).
2. No surplus may be returned if the Actuarially Determined
Surplus is less than $250,000, unless the Actuarially
Determined IBNR is below $25,000. When the Actuarially
Determined IBNR becomes $0, the balance of the surplus
shall be returned.
8
3. Surplus will be returned to any current or former Member
that participated in the fiscal year for which surplus is
returned.
4. The return of surplus to any Member shall be in the same
percentage as the percentage of the total Annual Payments
charged to the Members for the applicable fiscal year.
5. The amount of the surplus available for return to an
current or former Member is determined by subtracting
projected continuing operating. expenses from the
Actuarially Determined Surplus for the fiscal years under
consideration.
6. Any surplus available for return must first be used to
offset any assessments for fiscal years in which the same
members are liable for supplementary assessments.
7. The Members and the Board of Directors hereby release
each Member from the obligation of the 1990-91 and
1991-92 deferred contribution currently carried as an
uncollected commitment from each Member.
e. Calls for Supplementary Payments: Calls for Supplementary
Payments may be made by the Board of Directors only if there
exists a deficit created by operational or administrative
costs or both. Members shall be responsible for Supplementary
Payments during, the remaining term of BRMA and any later
period when claims or expenses must be paid which are
attributable to a prior fiscal year during which the expense
or claim occurred.•
f. The Board of Directors shall provide for additional payments,
in its discretion, for delinquency in Annual or Supplementary
Payments due hereunder.
g. Annual Audit: The Board of Directors shall provide to the
Members an annual audit report, actuarial report and any other
related auditor reports of the financial affairs of BRMA to be
made by a certified public accountant at the end of each
fiscal year.
ARTICLE XI - EXCESS INSURANCE
BRMA will purchase Excess Insurancefrom underwriters of
'insurance with a "BEST" rating of B+V or better and/or 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
Sovereign Immunity under Florida Law.
In addition to the stated Excess Insurance coverage, BRMA may
obtain when possible, Aggregate Stop Loss Excess Insurance, such
9
that in the event that BRMA 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 attachment level of the Aggregate
Stop Loss Excess Insurance protection and its limit based upon the
•current assets and risk history of BRMA.
In the event that a series of losses should exceed the amount
of coverage provided by BRMA, 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 against whom the claim was made
and judgment perfected orsettlement under Florida Law.
BRMA 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 BRMA have been entered or
settlements of claims have been reached.
ARTICLE XII - OBLIGATIONS OF MEMBERS
The obligations of Members of BRMA shall be as follows:
a. To budget for, and where necessary, to levy for, and to
promptly pay all Annual and Supplementary.Payments to BRMA at
such times and in such amounts as shall be established by the
Board of Directors as set forth in this Agreement. Any
additional payments due to delinquency shall be as provided in
the Bylaws.
b. To select, in writing, a Representative to serve on the Board
of Directors and to select an Alternate Representative;
c. To allow BRMA 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 BRMA.
d. To allow attorneys employed by BRMA 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 BRMA.
e. To furnish full cooperation with BRMA attorneys, claims
adjusters, and any agent, employee, officer or independent
contractor of BRMA relating to the purpose or powers of BRMA.
f. To follow in its operations all loss reduction and prevention
procedures established by BRMA within its. purpose or powers.
10
g. To report to the Claims Administrator within the time limit
specified in 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 BRMA coverage is sought.
2. Any oral or written demand for monetary relief for which
coverage is sought.
3. At the earliest practicable time 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 information set forthabove is not
submitted to the Claims Administrator within the time periods set
forth above, the Board of Directors of BRMA, may decline, in whole
or part, to provide a defense to the Member or to extend the funds
of BRMA for the payment of losses or damages incurred. In reaching
its decision, the Board shall consider whether and to which extent
BRMA 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 Claims
Administrator.
ARTICLE XIII - LIABILITY OF BOARD OF DIRECTORS OR OFFICERS OF BRMA
The Board of Directors and Representatives serving on the
Board of Directors or officers of BRMA shall 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 BRMA 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 Section 163.01,
Florida Statutes. BRMA may purchase insurance providing liability
coverage for such Directors or officers.
ARTICLE XIV - ADDITIONAL INSURANCE
BRMA, 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
_.eat - all times. Membership in BRMA shall not preclude any Member
from purchasing any insurance coverage above those amounts
purchased by BRMA. Such purchase shall not be construed to waive
11
Sovereign Immunity of the Members of BRMA. BRMA shall make its
facilities available to advise Members of the types of additional
or different coverages available to BRMA.
ARTICLE XV PROVISIONS REGARDING DEFENSE
OF CLAIMS AND LAWSUITS AND SETTLEMENT
Section 1. Approval of Defense Counsel: The Board of
Directors shall approve a list of counsel to be engaged in defense
of all claims or lawsuits against BRMA. Each Member has the right
to approve the counsel assigned by the Claims Administrator from
the approved list for each and any matter involving the Member.
Section 2.. Settlement of Claims or Suits: The. Claims
Administrator shall have the authority to settle any claim up to an
amount of $5,000.00. The Claims Administrator shall have the
authority to settle any claims for an amount in excess of $5,000.00
up to $25,000.00 only upon approval of the Member against which the
claim is made; The Board of Directors shall have the authority to
approve any settlement ofclaimsin excess of $25,000.00.
The monetary limits set forth above shall apply to the
settlement of lawsuits by the Claims Administrator except that such
settlement.. authority shallbe subject to such public hearing or
other requirements of law as determined by each •individual Member.
ARTICLE.XVI - CONTRACTUAL OBLIGATION
This document shall constitute a binding contract under the
Florida Interlocal Cooperation Act of 1969 among .those public
agencies comprising BRMA. The obligations and responsibilities of
the Members set forth herein, including the obligation to take no
action inconsistent with this Interlocal Agreement as originally
written or validly amended, shall remain a continuing obligation
and responsibility of .the Member.' The terms of this Interlocal
Agreement may be enforced in a court of law by BRMA.
Except to the extent of the limitedfinancial contributions. to
BRMA agreed to herein or such additional •obligations as may be
assumed through amendments to this 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 BRMA to establish an organization. for Risk Management
only within the scope herein set forth and have not herein created,
as among themselves, any relationship of surety, indemnification or
responsibility for the debts of claims against any Member.
12
ARTICLE XVII - EXPULSION •R TERMINATION OF MEMBERS
By the vote of two-thirds (2/3) of all Representatives 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
BRMA.
b. Failure to undertake or continue loss reduction and prevention
procedures adopted by BRMA.
c. Failure to allow BRMA reasonable access to all facilities of
the member and all records which relate to the purpose, powers
or functioning of BRMA.
d. Failure to furnish full cooperation with BRMA's attorney(ies)
claims adjuster(s), and any agent, employee, officer or
independent contractor of BRMA relating to the purpose, powers
and proper functioning of BRMA.
e. Failure to carry out any obligation of a Member which impairs
the ability of BRMA to carry out its purpose or powers or
functions. �.
No Member may be expelled except after notice from BRMA of the
alleged failure along with a reasonable opportunity of not less
than thirty (30) days to cure the alleged failure. The Member may
request a hearing before the Board before any decision is made as
to whether the expulsion shall take place. The Board shall set the
date for a hearing which shall not be less than fifteen (15) days
after the expiration of the time to cure has passed. 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 to expel has been made by the Board of Directors.
If the motion to expel 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 XVIII - TERMINATION OF BRMA
Pursuant to this Agreement, BRMA will continue to exist to
manage the affairs of BRMA as provided in this Agreement. 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
BRMA. It is contemplated that the Board of Directors may be
required to continue to hold meetings mor some substantial period
of time in order to accomplish this task, including the settlement
of all covered claims incurred during the term of BRMA. All
13
members of BRMA shall remain fully obligated for their portion of
any covered claims and expenses which were 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. All Members of BRMA,
upon the general termination of BRMA, shall continue to hold
membership on the Board of Directors but only for the purpose of
voting on matters affecting their limited continuing interest in
BRMA for such years as they were Members of BRMA.
Upon termination, the Board of Directors shall request a
formal report on the adequacy or redundancy of its Loss and Loss
Adjustment Expense Reserves as of the date of dissolution from a
qualified and designated member of the Casualty Actuarial Society.
In addition, the Board of Directors shall obtain an estimate as of
the date of dissolution from its claims servicing company as to the
anticipated value of services to be performed after the date -of
dissolution .to continue the administration of the claims in reserve
as of that date until all claims obligations will have been met.
Distribution of surplus funds shall be made in accordance with this
Agreement.
ARTICLE XIX - EXPULSION FROM BRMA
a. Expulsion. A Member of BRMA may be expelled according to the
provisions and procedures of Article XVII of this Agreement.
b. Obligations of Expelled Members. After any expulsion as
provided herein, the former Member shall continue to be fully
responsible and obligated for its portion of covered claims
and expenses against BRMA, which covered claims were incurred
during the term of membership, along with any other
unfulfilled obligations, and shall be entitled to a return of
surplus as provided in this Agreement, as if it were still a
member of BRMA. The withdrawing or expelled Member shall no
longer be entitled to participate or vote as a member of the
Board of Directors of BRMA.
ARTICLE XX - AMENDMENT OF AGREEMENT
Any amendment or modification to this Agreement shall be
contained in a written document executed with the same formality
and of equal dignity herewith. Any amendment or modification to be
effective shall be approved by no less than a two -third (2/3) vote
of approval of the governing bodies of the Members, and only upon
the favorable recommendation of no less than two-thirds (2/3) vote
of all Representatives of the Board of Directors.
14
In the event that any provision of this Agreement shall be
determined to be invalid and unenforceable by any court of
competent jurisdiction, the remaining terms and conditions of this
Agreement shall continue in full force and effect.
ARTICLE XXII - ENTIRE AGREEMENT
It is agreed among the parties that this Agreement shall
comprise the entire agreement containing all terms and conditions
agreed to among the parties, and no deviation from the terms hereof
shall be predicated upon any prior representation or agreements
whether oral or written.
ARTICLE XXIII - EFFECTIVE DATE
This Agreement shall become effective retroactive to
October 1, 1994. It shall supersede and replace the First
Agreement which became effective December 31, 1990.
ARTICLE XXIV - EXECUTION •
This Agreement shall be executed in six (6) counterparts, each
of which shall be deemed an original. ;
ARTICLE XXV - FILING OF AGREEMENT
Pursuant to the requirements of Section 163.01(11), Florida
Statutes, this Agreement shall be filed with the Clerk of the
Circuit Court in and for Broward County, Florida.
FTL-124103.2
15
IN WITNESS WHEREOF, the CITY OF PARKLAND has made and
executed this Agreement on the 18thday of JANUARY , 199 5, duly
authorized by Resolution of the City, a certified copy of which is
attached hereto, and duly executed by its authorized
representatives.
ATTEST:
SUSAN ARMSTRONG, CITY CLE
APPROVED AS T�FQMM:
2 )\['
City Attorney Andrew Maurodis
FTL-124103.2
11/30/94
16
SP2 GLI • • •./
INTERLOCAL AGREEMENT
ESTABLISHING THE SOUTH EAST RISK MANAGEMENT ASSOCIATION
This is an Agreement ("Agreement") entered into by and among
the CITY OF COCONUT CREEK, the TOWN OF LAKE CLARKE SHORES, the TOWN
OF LAKE PARK, the CITY OF LAKE WORTH, the TOWN OF LANTANA, the CITY
OF NORTH LAUDERDALE, the VILLAGE OF NORTH PALM BEACH, the CITY OF
OAKLAND PARK, the CITY OF PARKLAND, and the CITY OF WILTON MANORS,
all of said cities being municipal corporations organized and
existing under the laws of the State of Florida.
WITNESSETH, in consideration of the mutual•terms, conditions,
promises, covenants and payments hereinafter set forth, the parties
hereto agree as follows:
ARTICLE I - NAME
The name of the association created pursuant to this Agreement
is the South East Risk Management Association ("SERMA").
ARTICLE II - DEFINITIONS
As used in this Agreement, the following terms shall have the
meaning hereinafter set forth:
"Annual Payment" - The amount each Member must annually pay to
fund the anticipated costs of the full operation of SERMA, as
determined pursuant to the terms of this Agreement.
"Excess Insurance" - Insurance purchased by SERMA from
insurance companies with a "BEST" rating of B + V or better and/or
Lloyds of London to cover losses over a pre-set aggregate or
specific amount up to a pre-set maximum amount of coverage.
"Joint Self -Insurance" or "Self -Funded" - A self-insurance or
self-funded program in which Members agree to an Annual Payment,
and where required, Supplementary Payments to support the Risk
Management Pool.
"Members" - The public agencies of the State of Florida which
initially or later enter into SERMA as established by this
Agreement.
"Risk Management" - A program attempting to reduce or limit
casualty and property losses to Members and injuries to employees
caused by or arising out of the operations of Members. Where
claims arise SERMA will provide processing of claims,
investigation, defense and settlement within the financial limits
of SERMA as established in accordance with this Agreement and will
tabulate such claims, costs and losses.
"Risk Management Pool" - Public moneys established by SERMA 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.
"Self -Insurance" - The decision by a public agency not to
purchase insurance coverage for risks 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
insurance to protect against catastrophic or aggregate losses.
"Supplementary Payments" - Members shall also be obligated, as
required, to make supplementary payments, based upon the formula
established for supplementary assessments in this Agreement and the
Bylaws, if the amount of the Annual Payments shall be insufficient
to fund the operations of SERMA.
ARTICLE III - PURPOSE
SERMA is a cooperative agency voluntarily established by the
Members pursuant to Sections 163.01, 768.28 and 440.38, Florida
Statutes, for the purpose of seeking the prevention or reduction 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 SERMA is to carry out and effect the agreed upon
functions and purposes of this Agreement as stated herein.
It is the intent of the Members of SERMA to create an entity
which will administer a Risk Management Pool and utilize such funds
to defend and protect, in accordance with this Agreement, any
Member of SERMA against liability for a covered loss.
All funds contained within the Risk Management Pool are funds
directly derived from its Members which are public agencies of the
State of Florida. It is the intent of the Members in entering into
this Agreement that, to the fullest extent possible, the scope of
Risk Management undertaken by them through a Joint Self -Insurance
or Self -Funded program using governmental funds, including the
purchase of any insurance hereunder,pursuant to Section 768.28
Florida Statutes, shall not waive, on behalf of any Member or such
Member's employees, any defenses or immunities therein provided, or
provided by the laws of the State of Florida. SERMA and its
Members intend to effect no waiver of Sovereign Immunities through
their use of public funds retained within. the Risk Management Pool.
Such funds utilized toprotect against risks in accordance
with Section 768.28, Florida Statutes, are not intended to
constitute the existence, issuance or purchase of a policy for
insurance. This Agreement is not intended to create an "insurer"
within -the meaning of any legislation -giving rise to liability or
applicability to "insurer", for damages, costs, fees or expenses,
2
etc., under Sections 624.155, 626.9541, 627.426, 627.428 Florida
Statutes, or other statutes applicable to insurers in the State of
Florida.
ARTICLE IV - POWERS AND DUTIES
The powers of SERMA to perform and accomplish the functions
and purposes set forth herein, within the budgetary limits and
procedures set forth in this Agreement, shall be as follows:
a. To establish Bylaws and operational procedures governing the
operations of SERMA which are consistent with this Agreement;
b. To employ agents, employees and independent contractors and
approve the rate of compensation, benefits and/or contracts
that apply to SERMA employees, officers and service providers,
and to ensure all benefits of Section 163.01(9)(a), Florida
Statutes, 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 purposes of SERMA;
d. To carry out educational and other programs relating to risk
reductions;
e. To assure collection of funds for the continued administration
.of the Risk Management Pool;
f. To purchase Excess Insurance to supplement the Risk Management
Pool without such purchase constituting a waiver of Sovereign
Immunity under Florida Law;
g. To provide Risk Management services including the defense of
and settlement of claims and to exercise the authority granted
by Section 768.28, Florida Statutes.
h. To act solely within the budgetary limits established by the
Members to carry out such other activities as are necessarily
implied or required to carry out the purposes of SERMA.
i. To sue or be sued as a separate legal entity.
7•
To exercise such other powers and duties consistent with the
purposes of this Agreement in accordance with Florida Law.
ARTICLE V - COMMENCEMENT DATE, PARTICIPATION, AND TERM
SERMA shall commence its operations as of October 1, 1994.
SERMA shall continue in existence for an initial term ending
September 30, 1996 including all Members executing this Agreement
commencing October 1, 1994. Thereafter, the Members may, through
3
the manner provided in Article VI b.10., extend the term of SERMA
for individual extended terms each of which may not be for more
than two (2) years.
So long as SERMA shall continue in existence, any new Member
joining SERMA shall remain a Member for a two (2) year term. Thus,
a new Member joining SERMA for the second year of a two (2) year
term shall be obligated to continue as a Member for at --least the
first year of the new two (2) year term if such an extended term is
authorized. Subject to the provisions of this Article, any Member
may withdraw from SERMA at the end of a fiscal year upon the giving
of at least one (1) year's prior written notice. Such notice shall
be addressed to the Claims Administrator, sent by certified mail,
return receipt requested, and shall be accompanied by a resolution
of the governing body of the Member electing_ to withdraw from
SERMA.
SERMA shall establish and periodically review standards for
the admission of new Members, not inconsistent herewith.
ARTICLE VI - BOARD OF DIRECTORS OF SERMA'
a. Appointment. There is hereby established a Board of Directors
(sometimes hereinafter referred to as the "Board") of SERMA.
Each Member shall appoint by motion or resolution one (1)
person to represent that body (the "Representative") on the
Board of Directors for a term specified in the motion or
resolution 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 by the
governing body of the Member and a copy of written appointment
shall be provided to SERMA. The persons appointed shall
remain in office until SERMA receives evidence in writing of
the appointment of other persons by the governing body. The
Representative selected must be an employee of the entity.
The Alternate selected must be either an employee or elected
official of the entity. Whenever in this Agreement there is
reference to, or act required of, a Representative, such
reference or act shall apply to the Alternate when acting in
the stead of the Representative. No Representative or
Alternate serving on the Board of Directors, nor
Representative or Alternate serving as an officer, shall
receive any salary from SERMA.
b. Additional Duties. In carrying out the powers set forth in
Article IV hereof, the Board of Directors shall have the
responsibility for:
1. Employing SERMA officers, agents, non -clerical employees
- and independent contractors; --
4
2. Setting of compensation for all persons, firms and
corporations employed by SERMA;
3. Recommending to the governing bodies of the Members any
amendments to the Agreement. Any such proposed
amendments must receive the approval for recommendation
of two-thirds (2/3) of the total number of
Representatives on the Board of Directors. No amendments
may be considered by the governing bodies of the Members
that have not received such approval by the Board of
Directors;
4. Approval of the acceptance of new Members and expulsion
of Members. The expulsion of a Member shall require the
two-thirds (2/3) vote of all Representatives serving on
the Board of Directors;
5. Approval and amendment of the annual budget of SERMA;
6. Approval of the operational procedures developed by the
Chair;
7. Approval of educational and other programs relating to
risk reduction;
8. Approval of reasonable and necessary loss reduction and
prevention procedures which shall be followed by all
Members;
9. Approval of annual Supplementary Payments to the Risk
Management Pool for each Member;
10. Approval, by Resolution of the Board,•of additional terms
of not more than two (2) years for the extension of the
term of SERMA, subject to the following notice provisions
to the Members. SERMA shall provide specific written
notice of the proposed Resolution to extend the term of
SERMA, by certified mail, to the Mayor or Chief Elected
Official of the governing body of the Members and to the
Representatives and Alternates thereof, no less than ten
(10) days prior to the meeting at which such Resolution
is proposed to be adopted. Such approval shall require
an affirmative vote of two-thirds (2/3) of all the
Representatives serving on the Board of Directors of
SERMA. All requirements of this Paragraph VIb.10. shall
be completed prior to June 30 of the year in which the
Board of Directors of SERMA is required to determine
whether or not to extend the term of SERMA; and
Approval of a reduction or elimination in the scope of
loss protection set forth in Article XI to. be furnished
by the Risk Management Pool derived from payments from
5
the Members. Such approval shall require the affirmative
vote of two-thirds (2/3) of all the Representatives
serving on the Board of Directors and only upon
compliance with the notice requirements set forth in
Article VI b.10. above.
c. Vacancies. The Representative selected by a Member shall
serve until a successor has been selected. The Representative
chosen may be removed at any time by the vote of the governing
body of a Member. In the event that a vacancy occurs in the
position of Representative or Alternate selected by the
governing body, 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 Agreement.
d. appointment of Chair and Vice -Chair. The Board of Directors
shall bi-annually select a Chair and Vice Chair during the
final quarter of each two (2) year term to serve during the
subsequent two (2) year term. The Chair shall vote on all
matters that come before the Board. The Chair shall have such
other powers as may be given from time to time by action of
the Board. The Vice Chair shall carry out all duties of the
Chair of the Board during the absence or inability of the
Chair to perform such duties and shall carry out such other
functions as may be assigned from time to time by the Chair of
the Board of Directors. The Board of Directors may from time
to time appoint other officers to the Board.
ARTICLE VII - MEETINGS. NOTICE, RECORDS AND
VOTING REQUIREMENTS
a. The Board of Directors shall meet at least quarterly for
consideration of general business matters and at least
quarterly for consideration of claims matters. The Bylaws
shall make provision for the call of regular, special and
emergency meetings. The Chair, or in the absence of the
Chair, the Vice -Chair, shall give ten (10) days prior written
notice of regular or special meetings.
b. The Board shall provide notice of meetings as required by
Section 286.011, Florida Statutes, and as provided in the
Bylaws, subject to any exceptions provided by Florida law and
the Bylaws.
c. The Board shall maintain its records as required by Florida
Law and as provided in the Bylaws.
d. At all meetings of the Board, a majority of the
Representatives serving on the -Hoard of Directors of SERMA
shall constitute a quorum for the transaction of business.
6
Except as set forth to the contrary in this Agreement, the act
of the majority of Representatives present at a meeting at
which a quorum is present is the act of the Board. Each
Member shall be entitled to one (1) vote on the Board of
Directors. Such vote may be cast only by the Representative
or in the Representative's absence by the Alternate. No proxy
votes or absentee votes shall be permitted.
The Board may establish within its Bylaws a rule that a
vote greater than a majority of a quorum is required for
passage of a given matter provided, however, that such rule
can only be established by a vote equal to or greater than the
extraordinary voting requirements imposed by the proposed
rule.
ARTICLE VIII - OFFICERS AND EMPLOYEES
a. Employees: The Board may, as it from time to time determines
and within the confines of SERMA's annual budget, employ an
executive director, treasurer, secretary, staff, personnel,
technical experts, legal counsel, and such other agents and
employees, permanent or temporary, as it requires, and
determine their qualifications, duties and compensation. The
Board may approve and authorize contracts with other persons,
firms and individuals to provide services for and on behalf of
SERMA as provided herein.
b. Officers: In addition to the Chair and Vice -Chair, the Board
may establish and provide for, in its Bylaws, such officers as
it deems appropriate. The Bylaws shall establish
qualifications and prescribe the duties of each officer.
ARTICLE IX - COMMITTEES
The Board of Directors of SERMA may create, from time to time,
such standing or ad hoc committee or committees, including an
Executive Committee, as shall be necessary or desirable. to carry
out the functions and purposes of SERMA and in the Bylaws shall
provide for their creation, membership, dissolution and the removal
of members.
ARTICLE X - FINANCES AND RISK MANAGEMENT POOL
a. Fiscal Year: The fiscal year of SERMA shall be as provided in
the Bylaws of SERMA.
b. Budget and Provisions Governing Payments: The Board of
Directors shall adopt procedures within its Bylaws for
preparation and approval of preliminary and final budgets for
the administration of SERMA.
7
The Board shall establish a schedule
Annual Payments, or installments
Supplementary Payments due hereunder
additional payments, in its discretion,
of the payments due hereunder.
c. Cost Allocation Formula: The Board of Directors shall
establish in its Bylaws a formula for the allocation of costs
among its Members (the "Cost Allocation Formula"). The
adoption of, and any amendment to, the Cost Allocation Formula
shall require a two-thirds (2/3) affirmative vote of the
entire membership of the Board of Directors.
d. Supplementary Assessments and Surplus Distribution: The Board
of Directors shall establish in its Bylaws a formula for
Supplementary Assessments and Surplus Distribution. The
adoption of, and any amendment to, the formulas shall require
a two-thirds (2/3) affirmative vote of the entire membership
of the Board of Directors.
of payments, both for
thereof, and for
and shall provide for
for delinquency in any
e. Amendment to Budget:. Budgets may be amended at any and
calls for Supplementary Payments may be made by the Board of
Directors, pursuant to the terms of the Bylaws. Members shall
be responsible for Supplementary Payments during the entire
term of SERMA and any later period when claims or expenses
must be paid which are attributable to a prior fiscal year
during which the expense or claim occurred.
f. Annual Audit: The Board of Directors shall provide to the
Members an annual audit report, actuarial report and any other
related auditor reports of the financial affairs of SERMA to
be made by a certified public accountant at the end of each
fiscal year.
ARTICLE XI - EXCESS INSURANCE
SERMA will purchase Excess Insurance from underwriters of
insurance with a "BEST" rating of B+V or better and/or 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
Sovereign Immunity under Florida Law.
In the event that a series of losses should exceed the amount
of coverage provided by SERMA, the 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
against whom the claim was made and judgment perfected or
settlement under Florida Law.
8
ARTICLE XII - OBLIGATIONS OF MEMBERS
The obligations of Members of SERMA shall be as follows:
a. To budget for, and where necessary, to levy for, and to
promptly pay all Annual and Supplementary Payments to SERMA at
such times and in such amounts as shall be established by the
Board of Directors as set forth in this Agreement and in the
Bylaws.
b. To select, in writing, a Representative to serve on the Board
of Directors and to select an Alternate Representative;
c. To allow SERMA 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 SERMA.
d. To allow attorneys employed by SERMA 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 SERMA.
e. To furnish -full cooperation with SERMA attorneys, claims
adjusters, and any agent, employee, officer or independent
contractor of SERMA relating to the purpose or powers of
SERMA.
f. .To follow in its, operations all loss reduction and prevention
procedures established by SERMA within its purpose or powers.
To report to the Claims Administrator within the time limit
specified in 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 SERMA coverage is sought.
2. Any oral or written demand for monetary relief for which
coverage is sought.
3. At the earliest practicable time 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.
g•
In the event that the information set forth above is not
submitted to the Claims Administrator within the time periods set
__forth above, the Board of Directors o_f_aERMA may decline, in whole
or part, to provide a defense to the Member or to extend the funds
of SERMA for the payment of losses or damages incurred. In
9
reaching its decision, the Board shall consider whether and to
which extent SERMA 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
Claims Administrator.
ARTICLE XIII - LIABILITY OF BOARD OF DIRECTORS OR OFFICERS OF SERMA
The Representatives serving on the Board of Directors or
officers of SERMA shall use ordinary care and reasonable diligence
in the exercise of their power, and in the performance of their
dutieshereunder; 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 SERMA 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 Section 163.01, Florida Statutes.
SERMA may purchase insurance providing liability coverage for such
Directors or officers.
ARTICLE XIV - ADDITIONAL INSURANCE
SERMA, 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 Insurance in force at all times.
Membership in SERMA shall not preclude any Member from purchasing
any insurance coverage above those amounts purchased by SERMA.
Such purchase shall not be construed to waive Sovereign Immunity of
the Members of SERMA. SERMA shallmakeits facilities available to
advise Members of the types of additional or different coverages
available to SERMA.
ARTICLE XV - CO RACTUAL OBLIGATION
This document shall constitute a binding contract under the
Florida Interlocal Cooperation Act of 1969 among those public
agencies comprising SERMA. The obligations and responsibilities of
the Members set forth herein including the obligation to take no
action inconsistent with this Interlocal Agreement as originally
written or validly amended shall remain a continuing obligation and
responsibility of the Member. The terms of this Interlocal
Agreement may be enforced in a court of law by'SERMA.
Except to the extent of the limited financial contributions to
SERMA agreed to herein or such additional obligations as may be
assumed through amendments to this 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 SERMA to establish an organization for Risk Management
only within the scope herein set forth and have not herein created,
10
as among themselves, any relationship of surety, indemnification or
responsibility for the debts of claims against any. Member.
ARTICLE XVI - EXPULSION OR TERMINATION OF MEMBERS
By the vote of two-thirds (2/3) of all Representatives 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 as provided in the Bylaws
or assessments due to SERMA.
b. Failure to undertake or continue loss reduction and prevention
procedures adopted by SERMA.
c. Failure to allow SERMA reasonable access to all facilities of
the member and all records which relate to the purpose, powers
or functioning of SERMA.
d. Failure to furnish full cooperation with SERMA's attorney(ies)
claims adjuster(s), and any agent, employee, officer or
independent contractor of SERMA relating to the purpose,
powers and proper functioning of SERMA.
e. Failure to carry out any obligation of a Member which impairs
the ability of SERMA to carry out its purpose or powers or
functions.
No Member may be expelled except after notice from SERMA of
the alleged failure along with a reasonable opportunity of not less
than thirty (30) days to cure the alleged failure. The Member may
request a hearing before the Board before any decision is made as
to whether the expulsion shall take place. The Board shall set the
date for a hearing which shall not be less than fifteen (15) days
after the expiration of the time to cure has passed. 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 to expel has been made by the Board of Directors.
If the motion to expel 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 XVII - TERMINATION OF SERMA
If at the conclusion of any fixed term of SERMA, the Board of
Directors does not vote to continue the existence of SERMA,
_pursuant to the provisions of Article_YIb.10. hereof, then SERMA
shall cease its existence at the close of the then current fiscal
year. Under those circumstances, the Board of Directors shall
11
continue to meet on such a schedule as shall be necessary to carry
out the termination of the affairs of SERMA. It is contemplated
that the Board of Directors may be required to continue to hold
meetings .for some substantial period of time in order to accomplish
this task, including the settlement of all covered claims incurred
during the term of SERMA. All Members upon a general termination
of SERMA, shall remain fully obligated for their portion of any
covered claims and expenses which were 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. All then current Members of SERMA,
upon a general termination of SERMA, shall continue to hold
membership on the Board of Directors but only for the purpose of
voting on matters affecting their limited continuing interest in
SERMA for such years as they were Members of SERMA.
In the event of the general termination of SERMA, the Board of
Directors shall request a formal report on the adequacy or
redundancy of its Loss and Loss Adjustment Expense Reserves as of
the date of dissolution from a qualified and designated member of
the Casualty Actuarial Society. In addition, the Board of
Directors shall obtain an estimate as of the date of dissolution
from its claims servicing company as to the anticipated value of
services to be performed after the date of dissolution to continue
the administration of the claims in reserve as of that date until
all claims obligations will have been met. Distribution of surplus
funds shall be made. in accordance with this Agreement and the
Bylaws.
ARTICLE XVIII - WITHDRAWAL OR EXPULSION FROM SERMA
a. Withdrawal. After the initial term of SERMA, any Member of
SERMA may withdraw from SERMA 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 Chair, and
shall be accompanied by a resolution of the governing body of
the Member electing to withdraw.
b. Expulsion. A Member of SERMA may be expelled according to the
provisions and procedures of Article XVI of the Agreement and
Bylaws.
c. Obligations of Withdrawing or Expelled Members. After any
withdrawal or expulsion as provided herein, the former Member
shall continue to be fully responsible and obligated for its
portion of covered claims and expenses against SERMA, which
covered claims were incurred during the term of membership,
along with any other unfulfilled obligations, and shall be
entitled to a return of surplus as provided in this Agreement,
and -the Bylaws, as if it were still a member of SERMA. The
withdrawing or expelled Member shall, after withdrawal or
12
expulsion, no longer be entitled to participate or vote as a
member of the Board of Directors of SERMA.
ARTICLE XIX - CONTINUED EXISTENCE OF THE BROWARD
RISK MANAGEMENT ASSOCIATION ("BRMA") and THE FLORIDA
INTERGOVERNMENTAL RISK MANAGEMENT ASSOCIATION ("FIRMA")
The Members recognize and acknowledge that BRMA and FIRMA
continue to exist, under valid interlocal agreements, as entities
independent of SERMA for the purpose of administering the affairs,
business, and obligations of each Association incurred through and
including September 30, 1994. SERMA shall assume no liability,
responsibility, or benefit whatever from the continued operation of
BRMA and FIRMA. All resources, claims, liabilities and surplus
fund balances of BRMA and FIRMA shall be legally and financially
segregated from the resources and liabilities of SERMA.
ARTICLE XX - AMENDMENT OF AGREEMENT
Any amendment or modification to this Agreement shall be
contained in a written document executed with the same formality
and of equal dignity herewith. Any amendment or modification to be
effective shall be approved by no less than a two -third (2/3) vote
of approval of the governing bodies of the Members, and only upon
the favorable recommendation of no less .than two-thirds (2/3) vote
of all Representatives of the Board of Directors.
ARTICLE XXI - SEVERABILITY
In the event that any provision of this Agreement shall be
determined to be invalid and unenforceable by any court of
competent jurisdiction, the remaining terms and conditions of this
Agreement shall continue in full force and effect.
ARTICLE XXII - ENTIRE AGREEMENT
It is agreed among the parties that this Agreement shall
comprise the entire agreement containing all terms and conditions
agreed to among the parties, and no deviation from the terms hereof
shall be predicated upon any prior representation or agreements
whether oral or written.
ARTICLE XXIII - EFFECTIVE DATE
This Agreement shall become effective and retroactive to
October 1, 1994.
ARTICLE XXIV - EXECUTION
This Agreement shall be executed_in eleven (11) counterparts,
each of which shall be deemed an original.
13
ARTICLE XXV - FILING OF AGREEMENT .
Pursuant to the requirements of Section 163.01(11), Florida
Statutes, this Agreement shall be filed with the Clerks of .the
Circuit Court in and for Broward County, Florida, and Palm Beach
County, Florida.
FTL-122656.4
14
IN WITNESS WHEREOF, the PARKLAND CITY COMMISSION has
made and executed this Agreement on the 18th day of JANUARY ,
1995, duly authorized by Resolution, a certified copy of which is
attached hereto, and duly executed by its authorized
representatives.
ATTEST:
SUSAN ARMSTRONG, CITY RK
APPROVED AS TO FORM:
FTL-122656.4
11/30/94
15
S PAGLI MAYOR