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1997-032 Terminating FIRMA Interlocal Agreement RESOLUTION NO. 32-97 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTfi PALM BEACH, FLORIDA, WITHDRAWING FROM AND TERMINATING THE INTERLOCAL AGREEMENT, FIRMA- EMPLOYEE BENEFITS DIVISION, DATED JULY 13, 1989, BETWEEN THE VILLAGE OF NORTH PALM BEACH, CITY OF GREENACRES, TOWN OF JUPITER AND TOWN OF LAKE PARK, WHICII AGREEMENT IS ATTACHED AS EXHIBIT "A"; AND, PROVIDING FOR AN EFFECTIVE DATE. WHEREAS,.the Village of North Palm Beach, City of Greenacres, Town of Jupiter and Town of Lake Park entered into an Interlocal Agreement for the purpose of providing for health care benefits, life insurance benefits and related benefits for their respective employees and retirees; and WHEREAS, all of the member municipalities other than the Village of North Palm Beach have withdrawn from the Agreement, and there are no consulting or service agencies providing services under the Agreement to the Village. B1? IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA: Section 1. The Village Council of the Village of North • Palm Beach does hereby withdraw from and terminate the Interlocal Agreement FIRMA-Employee Benefits Division, dated July 13, 1989, between the Village of North Palm Beach, City of Greenacres, Town of Jupiter and Town of Lake Park, which Agreement is attached as Exhibit "A". C • Section 2 upon its adoption. This Resolution shall take effect immediately PASSED AND ADOPTED THIS 22nd DAY OF MAY, 1997. (Village Seal) ~~,~ _ ~~ ~,\L MA OR ATTEST: I 1 J AMENDED IN1'E RLO CAL AOREEFIE NT . FIRMA - Property Casualty Division TI1I5 AGREEMENT entered into this ~~ day of ,1y89, hereby auperoedea the former Interlocal Agreeme t by and between several munlolpalltlea creating the Florida Intergovernmental Riak Management Aasooiation originally !n 1940, as amended from ,time. Seven (7) municipal corporations, all organized and oonatltuted in aooordanoe wl th the laws of the State of Florida, speolfloelly, CITY OF CREENA ORES CITY, 1'0 WN OF JUPI'fGR, 1'0 WN OF LAKE CLARKE SHORES, TUWN OF LAKE PARK, .CITY OP LAKE WORTH, 'TOWN OF LAN1'ANA and VILLAGE OF NORTfI PALM BEACH, oollectively known as the Florida Intergovernmental Rtsk Managarnent Asaoelation and hereinafter referred to as "FIRMA" all enter into this Agreement on the date first written above, W ITN BSS B T H WHEREAS, the following seven (7) munio3pel oorporations, . CITY OF ~UREENACRES CI'f Y, 'TOWN OF JUPITER, TUWN UP LAKE CI,A RKC SHORES, TOWN OF LAKE PARK, CITY OF LAKE WORTH, TOWN OF LA N'CANA, and VIL LA OE OF NORTH PALM BEACH desire to make the most efflclenL use of their reaouroea In order to provide a comprehensive Rlsk 1-0ahagement Plan relative to Property/Casualty hoaxes for each and all of the seven munlelpalitlea inoluding but not llm,ited to, .Claims Administration, Insurance Consulting and related services; and WHEREAS, Chapter 163, Florida Statutes, per•inlts local governmental unite to oooperate with ~o ther gover mnental units-on the balls of mutual advantage; and HHEREAS, eaoh of the seven (7) munlolpall ties named herein have Aetermined that it la Sn the beat interests of the citizens of eaoh of the munielpalltiea that they cooperate to provide colleotlvely for Inaurenae Couaulting, Claims Adminiatratl on, and • Rlak'Management aervloeaj and WHEREAS, in order to better provide for the I,reservatlon of the general well being of the SnhaAltanta of~eaeh of the Fage 1 of 4 municipalities and for all, collectively, the seven (7) munloipalities desire to replaoe the formerInterlocal Agreement whioh oreated FIRMA in order to update its practices and • prooedures and to better implement a Comprehensive Aisk Management Plan to benefit eaoh of the seven (7) municipalities. NOW, THEREFORE, for and in consideration of the mutual covenants and promises herelnafte r~' oontalned to be kept and performed by the parties hereto, and for the mutual welfare of the res ld ants of the CITY OF CAGENACRES CITY, TOWN OF JUP I'fER, TOWN OF LAKE CLARKE SHORES, TOWN OF LAKE PARK, CITY OF LAKE WORTH, TOWN 'OF LANTANA, and the VILLAGE OF NOATH PALM BEACH, the herein named munioipal oorporationa hereinafter sometimes referred to as "partlolpating muniolpalities or members" hereby , exeoute this Amended Interlooal Agreement to revise certain of the former polioiae and praotioea of FIRMA relative to the Property/Casualty Division and hereby agree as follows: 1. PURPOSE. That the purpose of this Agreement is to effectuate a Comprehensive Risk Management Program relative to Property/Casualty Losses, for all member munlcipalltles, inoluding the provision of Insuranoe Consulting 'S cruises, Claims AdminiatratSon Servloes and any and ell other aervioes required to manage the various Property/Casualty risks of the member muniolpalitSea. 2. AMENDMENT. The Intergovernmental Aisk Management Program was originally oreated by interloeal Agreement in January of 1980, and ishereby auperoeded by this Amended Interlocal Agreement - FIRMA Property/Casualty DSvislon which hereby repeals and supersedes any and all prior Interlocal Agreements and shall become effeotiva upon the date of exeouti on. 3. DURATION 0['~MEFI6BR$F1IP,. Eaoh of the participating munioipalitiea hereby agrees to remain in the program for a minimum of one (1) year after the execution of this agreement. >a. TERMINATION. Any participating municipality may withdraw from this Amended Interlooal Agreement - FIRMA • Property/Casualty Division and-terminate all rights and reaponsibSlitSea .hereunder on April 1 of any auoceeding year upon sixty (60) days prior written notioe to each and every other member and to any and all outside consulting agencies which Page 2 of 8 C provide services to the participating members, including but not limited to, Insurance Consulting Agency, Risk Management Agency, and Claims Administration Aganoy. A list of such consulting agencies shall be provided to eaoh member Dy~the Chairman at the annual organization meeting and updated, as necessary. Notice-as stated herein shall be considered sufficient when a written statement of intent to terminate is sent by certified mail to the Manager of eaoh member munioipality and to the President or equivalent of eaoh consulting or service agency currently providing services to FIRMA for its Property/Casualty Division as set forth on the list provided for herein. S. OBLIGATIONS. Should a partloipating municipality desire to terminate membership as herelnbefore set forth, such member munioipality shall not be relieved of its obligation to make complete payment for the full annual contribution period ending with March 31 of the fiscal year of termination and no member terminating participation under this agreement will be eligible for any return of premium that may be due end/or that hasalready been paid for that annual period. Each municipality shall be responsible for payment of deterred premiums and/or assessments levied to cover losses for such municipality for all prior fiscal years during whioh the municipality was a participant regardless of whether the munioipality Sa currently a member or has withdrawn from FIRMA - Property/Casualty Division. 6. BOARD OF DIRECTORS. FIRMA shall be governed by the Board of Direotora whioh shell be comprised of one (i) representative from eaoh partioipating municipality. In addition, eaoh munioipal manager shall also appoint one (1) alternate to serve in the place and stead of its representative should the repreaentatlve be unable to serve, for any reason. 7. QUALIFICATIONS OF BOARD OF DIRECTORS. The representative of eaoh partioipating munioipality who shall serve as a member of the Board of Direotora shall be the municipal manager or his designee, who shall be a senior full time employee who 1a on the member's adminiatratlve staff. The munioipal manager shall also appoint an alternate who shall serve as noted above in paragraph 6. 8. VOTING. Esoh munioipality shall have one vote through !ta rapreaentative on the Hoard of Directors and all Page 3 df 6 • • • matters shall be determined by ma~orlty vote. Four members shall oonstituta a quorum which shall be neoessary to conduct any business. 9. BY-LAWS,. The Board of Dlraotora shall establish By- Laws oonsSatent with the Comprehensive Risk Management Program - Property/Casualty Diviaionundertaken by the seven (~) munio'ipalitles. The By-Laws shall set forth the policies and procedures by whloh the Boe rd of Direotors shall be governed; which By-Laws shall not oonfliot with municipal ordinances or charters of any of the member munioipalitiea nor shall the By- Laws oonflSot with State Statutes. The by-laws shall set forth in detail the prooedurea to be followed by additional munioipalities desiring to partioipate in the FIRMA Risk Management Program and shall delineate apeoitio procedures to be followed by the Board of Direotors of FIAMA inorder to remove any partloipating munioipality and shall set forth what causes shall be deemed suffioient for rOmoval of a participating municipality. 10. PAOFESSIOjiAL SFyRVICES,. The Doard of Directors shall have the power to enter into oontra ota in order to provide for professional servioea for the Comprehensive Riak Management Program in aooordanoe with Chapter 163, Florida Statutes. The Board of Direotors shall be responsible for contraoting~ for any and ell neoessary servioea, including eooountanta, aotuarles, attorneys, insurance consultants, oleime administrators, etc., to provide the eeaiatanoe neoessary to carry out the goals of the Comprehensive Riak Management Program. 11. FISCAL YEAR. The FIRMA Riak Management Program - Property/Casualty Division shall operate on a fiscal year of ' April 1 through March 31 of each year. 12. ORGANIZATION. Tha Board~of Direotors shall hold an organizational meeting once per year ea close as possible to the commencement of the fiscal year, that being April tat of each year and shall,. at that time, elect a Chairman, Vibe Chairman, and Secretary. The Board of Direotors shall also adopt a set of by-laws as noted harelnabove in Paragraph 9 which may be amended from time to time, as neoessary. All meetings shall be held in public 1n aooordanoe with the Sunshine Laws of the State of Florida. Page 4 of 8~ 13. ANNUAL ACCOUNTING. .The Claim; Administrator and/or any other persona hired by FIRMA shall file an annual accounting with eaoh partio'ipating municipality within sixty (60) days after • Maroh 31st of eaoh year setting forth all assets and liabilities of FIRMA and detailing all inoome and expenses for the previous fisoel year. Conourrent with Sta accounting, the Claims Administrator and/or any other persona hired by FIRMA shall recommend to the -oerd of Direotora whether or not any surplus funds should be returned to the participating members, on ~a what dates, and in what amounts. The Cleima Administrator and/or any other persona hired by FIRMA shall also present a proyection of contributlona for eaoh municipality for the next CSscal year such that the muhiolpalitles~may include these pro,jeoted amounts in their Sndlvidual budget analyses. After the annual accounting ~~ is presented to the Board of Direotora oontribution , projections for the succeeding year for eaoh participating member shall be discussed and the eotua~ oontribution amount finalized. _ 14. PAYMENT OF CONTRIBUTION AMOUNTS. Each member _ participating Sn the Property/Casualty Division shall pay seventy • ~ five (75F) Der cent of its annual oontribution amount ss determined by the Board of Direotora by April 1, with the balance due by July 1 of that year. 15. AUDIT,. Tha members of FIRMA shall have the right to an audit of the Claims Administration Agency accounting and/or an Audit of the accounting of any of the other professional agencies hiredto perform services for FIRMA at the discretion of the Board of Direotora of FIRMA. 16. ENFORCEMENT,. In the event it becomes necessary for FIRMA to employ counsel to enforce the terms of this agreement or of the by~-laws, rules, regulations, policies or procedures ad op tad by FIRMA to implement this Comprehensive Risk Management Program - Property/Casualty DSvlaioh against another member, whether or not suit ba brought, the prevailing party shall rebover reasonable attorneys tees and costa, including fees and • ~ costa on appeal. 17. NON ASSIGNMENT. This Agraeroent shall not be assigned or~tranaferred by any party hereto. 18. NON TItANS['E1t~OF POWERS. Nothing contained in this agreement shall be construed to constitute a transfer of powers ' Page 5 of 6 Sn any way whatsoever. This agreement is solely an Interlocal Agreement for provision of Comprehensive RSak Management Services • - Property/Casoalty Division 'to each and every munioipality on a oooperative-basis. Eaoh and every governmental entity which ' oomprises the assoolation of seven (~.) municipalities known as - the FIRMA _ Property/Casualty Division shall each retain all legislative authority with regard to their respective governing body. 19• SEVERABILITY. Should any provision of this agreement be declared invalid, by a court of competent ~uriadtetion, same shall be deemed stricken herefrom and all other terms and oonditiona of this agreement shall continue in full force and effect as if auoh Invalid provision had never been a part hereof. 20. NON NAIVE'R. No delay by FIRMA Sn enforcing any covenant or right hereunder shall be deemed a waiver of such covenant or right, and no waiver of any particular provision -. hereof shall be deemed as a waiver of any other provisions or a continuing waiver of eaoh particular provision, and except as so • - expressly waived, all provislona hereof shall continue in full force and effect. 21. PRIVILEGES AND IMMUNITIES. It is the specific intent and agreement among the p artiea that any immunities and privileges granted to eaoh governmental entity as a municipal corporation will inure to the benefit of FIRMA. 22. ENTIRE AGREEMENT. This agreement constitutes the entire understanding of the parties with respect to provision of Comprehenalve Riak Management Services and Self Insurance - ~6 Property/Casualty Division of the seven (7) governmental entities. It may not be modified nor any of its provisions waived, unless auoh modification and%or waiver is in writing and is agreed to and signed by all parties herein. ~IN WITNESS WHEREOF, the undersigned seven (7) ~, municipalities by eso h~authorSzed Mayor or Vioe Mayor, have signed this Amended Interlooal Agreement and have had the • appropriate municipal seal .affixed hereto Sn ~~eight (8) original copies auoh that eaoh municipality may retain one (1) original for Sts records and tl la one (1) original with the Clerk of the Page 6 of 8 Circuit Court in acoordanoe with Chapter 163, Florida Statutes. • DATED THIS ~ DAY OF _~~~~, 1989. ATTEST: /c. i C erk (Seal) ATTEST n C erk "-"' (Seal) ATTESTt ~~~,0 n Clerk (Seal) • ATTEST Town er (Seal) CITY OF GREENACRES CITY Ey ~ ... TOWN OF JUPITER Sy=~ i TOWN OF LAKE CLARKE SHORES aye ~m °~° ~~ TOWN OF LAKE PARK By ~ C ~ O~ ~r~ tc,..,.., Page 7 of 8 ATTESTc y e r c ~~.kQ~1 C97` ° -- (Seal) ATTESTc loan ~rTc (Seal) ATTEST V aged erk (Seal) CITYOt~Fy//~=-/L~A~K~E WORTH BY c~~~M1~{~D~K~~~r ~~~cIC> ~U TOWN OF A Bye Ayce VILLAGE OF NORTH PALM B H By: Paae 8 of 8 FLORIDA INTERCOYERNMENTAL RISK MANAGEMENT ASSOCIATION • BY-LA NS PROPERTY/CASUALTY DIVISION ARTICLE I - PURPOSE 1. It 1s the intent of the participating members who have executed the applloaDle Interlooal Agreements by and between seven local municipal corporations to create a Comprehensive Rlsk Management Program to provide for Property/Casualty Losses of the member munlolpalitles and to work together aolleotively in order to utilize each mamba is resources Sn the moat of tlolent manner. Funds shall be contributed by the members In aooorUance with ttie Interlooal Agreement and Dy-Laws adopted by the Board of Dlrectoraj which funds will be utilized to defend and protect the members against Property/Casualty liabilit-iea or losses. These By-Laws, once adopted by the Board of Directors, shall constitute the policy direction and substance of the ASak Management • Program. These By-Laws do not, inany way, constitute any type of insurance coverage. ~ ARTICLE II_- DEFINITIONS 1. AGREEMENT - As used herein the term "Agreement" will refer to the Interlooal Agreement/between the participating members dated the ~7 day of , 1989, with regard to the Property/Casualty Division of FIRMA. 2. AUDIT / FINANCE COtdh1ITTEE - A ooromittee made up of representatives of participating members and selected by the Board of Directors. This committee shall review the finances of Page 1 of 14 • FIRMA - Property/Casualty Division and shall make reoommen tle tt ons relative to same. • 3. CLAIMS ADMINISTRATOR or CLAIMS ADMINISTRATION AGENCY - An individual or company approved by the State of Florida Department of Labor to administer Self Insurance Programs selected by the Board of Directors. The Board may enter Snto contracts with a oompany or individual under auoh terms and conditions as era consistent with State Law and deemed Vrudent by the Board Sn order to implement the goals and polloles oC FIRMA - Property/Casualty Division. 4. CONSULTINO and/or SERVICING AGENCY - Any Consulting and/or Servioing Agenoy aeleoted by the Hoard of Directors to assist !n implementing the Comprehensive Riak Management goals of the Board of Direotora as allowed by Florida Statutes. 5. FIRMA - Florida Intergovernmental Riak Management Asaooiation oonaiating of munioipal corporations who have executed the Interlooal•Agreement, as amended, creating FIRMA. FIRMA has, at this time, two (2) divislona~ those being the Property/Casualty Division and the Employee Denetlta Division. Eaoh division Ss governed by a separate Interlocal Agreement executed and filed in aooordanoe with Chapter 163, Florida Statutes and separate By-Laws adopted by the Doard of Directors of the reapeotive division. 6. INSURANCE CONSULTANT - An individual or company selected by the Board of Direotora to perform such services and under such terms and conditions as are aonsiatent with State Law and deemed prudent by the Board of Directors in order to Page 2 of 14 • Implement the goals and policies of FI Rh1A - Property/Casualty Division. • 7. JOINT RISK MANACEMEtiT POOL/PflOPERTY CASUALTY DIVISION - The Joint Rlak Management Pool shall consist of the total contributions collected from each member along with any subrogation and/or re-i nauranoe ~oonlea collected by the Claims Administrator or other service agencies and shall comprise the monies necessary to contrast for services needed and to pay assessments, if any. B. MEMBERS - The municipal corporations who originally signed the Interlooal Agreement creating FIRMA who~have not terminated membership and any public entity who later Joins by entering into an amended Interlocal Agreement as required by the Board of Directors of FIRMA. 9. OPERATIONS REVIEW COMMITTEE - A committee made up of representatives of participating members selected by the Board of • Directors. This oommittae shall review operations and made recommendations with regard to policies and day to day operations procedures. 10. RISK MANACEMENT - The Riak Management Program adopted by the Board of Directors to reduce or limit law suite, control costa and of teotuate a common long range plan for members to economically control their exposure to law salts. 11. RISK MANAGEMENT CONSULTANT - An individual or company selected by the Board of Directors to perform such services and under such terms and conditions as are consistent with State Law Page 3 of 14 ~ lJ and deemed prudent by the Board of Directors Sn order to implement the goals and policies of FIRMA - Property/Casualty • Division. ARTICLE III- AOWBA$~AND DUTIES i. Claims Administration Agenoy or Claims Administrator. A Claims Administration Agenoy or Claims Administrator shall be selected by the Board of DSreotora in aooordance with State Law and shall perform all funotiona as set forth in the contract negotiated by and between the Claims Administration Agency and FIRMA _ Property/Casualty Division. Such functions may Snelude but are not limited to the following services: Budget Preparation, determination of oontributlons, reports required by the Board and any and other activities as directed by the Board and set forth in the oontraot between the agency and FIRMA. FIRMA requires an annual acoounting to be provided by any Consulting Agency within sixty (60) days after March 31 of each year. The Claims Administrator or Claims Administration Agency • will meet with and oooparate with the Audit/Finance Committee and the Operations Review Committee in order to implement the most efficient procedures possible. 2. Insurance - Riak Management Consultant. The Insurance and/or Risk Management Consultant shall be aeleoted by the Board of Directors and may be elthar an individual or a company qualified to perform all funotiona neoeasary for FIRMA to operate including but not limited to the following~ Loss Prevention and Safety, Insurance Coverages, Data Processing, Reports as required by the Board. Page 4 of 14 C I 3. Audit - Finance Committee. The Audit - Finance • Committee shall be made up of partlolpating members and shall be selected by the Board of Direotors for the purpose of reviewing the finances and making reeommendatlone relative to same. 4. Operations Review Committee. The Operations-Review Committee shall be made up of representatives of participating members and shall De aeleoted by the Board~of Directors for the purpose of reviewing operations and mak ing recommendations relative to polloiea and day to day operations procedures. ARTICLE IV - PARTICIPATION 1. liemberahlp Ss sat forth in the Amended Interlocal Agreement dated the ~~day of , 1989. New members will be accepted only upon Joint reoomm ndation by the Operations Review Committee and the Audit/Finanoe Committee and approval by an eighty (80x) per oent vote of the entire Board of Directors. • In order to determine the aooeptability of potential members, the Board of Dlreotora may request written evaluations to be submitted by the Claims Administrator, Riak t1anager, and/or Insurance Conaultanta. These evaluations relative to potential members shall inolude but may not be limited to the Collowing~ a) Comparison of the Proposed Members Current Risk Management Program with those programs provided through FIRMA~s Property/Casualty Division. Page 5 of 14 • b) Analysis of the loss records of the proposed members • for the past five (5) Years. These records shall be current. The reoords shall Include all areas of insuranoe coverages as well as areas not covered by insuranoe in the past which will be oovered by the Self-Inauranoe pr ovlded through FIRMA's Property/Casualty Division. If loss reoords are not available from the insuranoe oompaniea utilized by the proposed member, the Board may acoept a latter from an offloial representing the proposed member certifying that the losses submitted are correct. c) An evaluation of the Loas Prevantl~on Program currently in affect relatlva to the proposed member. d) Coplea of insuranoe poliaiea, loss records and finanoial data of any proposed member. ARTICLE V - CUMMENCEMENT_AND~TEflM 1. It is the intent of the members that the FIRh1A - Property/Casualty Division continue fOr an indeflnita period of • time. It Ss also the intent of the members that membership remain open to those puDlio entities whose Rlak Management goals are in accord with FIRMA's R1ak Management philosophy. In the event a new member Sa accepted Sn aeoordanoe with the procedures set forth !n these By-Laws, an amended Interlocal Agreement shall ba executed by all members, Snoluding the new member. ARTICLE VI - BOARD ~OF DIRECTORS 1. The Board of Ulreetora shall be established as set forth in~the Interlocal Agreement. Members agree Page 6 of 14 • on the Board is important and oonoesalona will be made to attempt to keep the turnover of tt~e Board Members to a minimum. Officers shall be eleoted at the annual Board of Directora meeting as set • forth in Paragraph 12 of the Interlooal Agreements hou ever, neither the Chairman or Vice-Charrman shall serve for more than two (2) suoeesalve yea ra. It is the intent of the members that eaoh member be represented at eaoh Board of Directors meeting. Should a member fail t,o send a representative or its alternate for three (3) oonaeautlve meetings, the Chairman of the Board shall write a letter to the member rePueating that the representative who hsa failed to attend three (3) consecutive meetings be removed and replaoed in the beat interests of the partioipating member. 2. The Board of Directora shall determine the policy of the association. It will set bond reQulrements and approve all amendment to By-Laws as well as the provisions for aoaepting new members, budgets, loss prevention prooedurea, annual and supplementary payments to the Risk Management Pool, rules on • oonduet and prooedures, and will oontraot with all consulting personnel neoessary to carry out the goals of the Riak Management Program. 3. FIRMA - Property/Casualty Division and/or its Board of Directors will have no employees as auoh. Needed services shall be provided by oontraot with independent oontractors and/or firms. No compensation will be paid to the Board members. 4. Any proposed return of oontrlbutlona to a participating member shall be approved by the Board of Direotora. In order to Page ~ of 14 • be eligible for a return of contr3DUtlons ors partial return of contributions, a member must have losses less than contributions • to the loss fund. In any one annual period, a member's total lnourred lose (amount paid plus amount reserved) cannot exceed the member's loss fund contribution for that same period. There will be an aaoounting for each year as set forth in paragraph (13) of bhe Agreement and a pro~eoted oredit issued. No actual return of money will be made until twenty four (24) months after the fiscal year for the accounting has ended. 5. Tha Doard shall require that the Claims Administrator and/or any other persona hired by FIRt1A substantiate all reoommendationa with regard to return of oontrlbutions by providing an analysis including the amount paid versus the amount of loss lnourred by the member. The analysis must also include all oosta incurred by FIRMA for the year 1n question as well as any investment inoome that may have been earned. ARTICLE MY -~BOAAD OF DIRECTORS~~MEBTINOS • i. Regular meetings will be held every two (2) months. 2. The time, date and location of the meeting will be announced fourteen (iq) days in advanoe by the Chairman. 3. Robert's Rules or Order shall govern. L. Minutes of the Board shall be kept and the Secretary of the Board shall reoord motions and votes by setting forth the name of the parson making the ~ootion, aeoonding the motion and the vote oC eaoh member. However, the Minutes of the Board need not be kept verbatim. Page B of 14 • • AflTICLE VIII - FINANCES 1. The flsoal year for the Property/Casualty Division oC FIRMA shall commenoe April 1 of each year. 2. The Clalma Administrator shall to rniah eaoh member with estimated costa for budget purposes by April tat of each year. Eaoh oonsulting servioe agenoy shall have its budget approved by the Board in final form by April 15 of eaoh year. 3. Contributions by each member shall be made in the manner and at the time as set forth Sn the Interlooal Agreement and approved by the Board of Direotora. ARTICLE-I% - SCOPE~~OF~LOSS PROTECTION 1. FIRMA - Property/Casualty Division shall provide for each member proteotion for loeaea in exoesa of the deductible amount as established by the Riak Management Program implemented by the Board of Direotora. Losaea protected and maximum amount of protection for members shall be defined in the current program. Those loeaea whioh exoeed the FIRMA Program will be the reapona1bi11ty of the individual member. Errors and omissions coverage will be maintained at a limit of five million ($5,000,000.00) dollars with no one member allowed to utilize more than two million ($2,000,000.00) dollars in any one (i) fisoal year unless apeoifioally approved by the Board. ARTICLE % - ODLICATIONS OF FIBHBBIiS Members are Obliged 7. To promptly pay all annual contribution payments in acoordance with the Agreement. Page 9 of 14 C: 2. To aeleot a rep reaentative and an alternate to the Board of Directors, by Resolution. 3. To allow the Claims Administration Agenoy and/other service agenoiea reason able aooesa to reoorda. 4. To oooperate with attorneys employed by the Board of Directors to represent the member. 5. To furnish full oooperation to the conaulting agency, its employees, and Sta agents. 6. To follow loss reduotion and prevention procedures established by the Board. 7. To furnish neoeasary audits to the Claims Administration Agenoy and/or other Insurance conaulting Agenoles hired by the Board. 8. To report to the Claims Administrator and/or Claims Administration Agenoy as promptly ae possible all incidents which could result in a olaim. ARTICLE XI - LIABILITY OF THE BOARD OF DIflECTORS 1. The Board should use ordinary and reasonable diligence in implementing the policies of FIRt~tA as set forth herein. No Board member shall personally be liable in tort or named as a party defendant in any action for damage suffered ~as a result of any act, event, or omission of action in the scope of his employment or funotion unless such Board member acted in bad faith or with malioious purpose or in a manner exhibiting wanton Page 10 of 14 L` and wilful disregard of human ri glue, safety or property fn accordance with Section 768.28 (9)(a), Florida Statutes. ARTICLE 7CII - ADDITIONAL INSURANCE, 1. Membership in FIRMA shall not preclude any member from purchasing additional coverage. The Clalma Administration Agency and/or Insuranoe. Consultant Agency shall make its facilities available to the members in this regard but there shall be no obligation upon any member to purohase additional Snsurance from any consulting or servioe agenoy. ARTICLE XI II - OPTIONAL DEFENSEBY MEMBERS 1. Each member through its FIRMA - Property / Casualty Representative shall be granted a reasonable opportunity to prevent the Claims Administrator or Claims Administration Agency from settling a case or olaim in a manner contrary to the wishes of the member. Should a member exercise this privilege to prevent the aettlamant of a olaim, such member shall be responsible for any later Judgment in an amount greater than the settlement whloh was previously reaohed or could have been reached between the claimant/plaintiff, the Operations Review Committee and the Clalma Administrator or Claims Administration Agency. ARTICLE XIV - BY LAWS AND INTERLOCAL AOREEHENT GOVERN 1. These By-Laws shall constitute the governing charter for FIRMA and all transactions shall be conducted in accordance with these By-Laws which may be amended from time to time by a ma,Jority vote of the Board of DSreotora. Page 11 of 14 • 2. Other than the liroited financial contributions agreed to herein or such additional obligation as may arise through amendments to these By-Laws or to the Interlooal Agreement, no member agrees or contracts herein to be held responsible for any claim in tort or contract made against the other member. ARTICLE XV - EXPULSION OF FIEMBERS 1. No member may be expelled except after notice and a reasonable opportunity of not less than thirty (30) days to cure the alleged failure. Disputes will be settled by a hearing before the Doard of Directors and its deoieion shall be final. 2. Expulsion of a member shall be by an eighty (80$) per cent vote of the entire Board of Directors with the exception oC the member chose expulsion is being considered. 3. Just cause for expulsion of a member may Snelude but is 1~ u not limited to the tollowing~ a) Failure to make payments when duet b) Failure to adopt lose prevention procedures based on recognized safety standards and polices approved by the Boa rdl o) Failure to coopers to with Board approved consulting agencies. ARTICLE %VI - TERMINATION OF THE~ASSO~CIATION 1. The Association will continue unless terminated by the members. Withdrawing members will be fully obligated for their Page 12 of 14 • portion of any annual contributions to the Alak Management Pooi created during the term of their membership as set forth Sn the • Interlooal Agreement. Withdraaing members may belong to the Board of Directors but shall vote only on matters affecting their limited continuing lnterest. APPROVED this ~~ ay of -_-~ 1989, by the FIRPIA Board of Directors - Property/Casualty Division. CITY OF GREENACRES CITY TOWN OF JUPITER _..; .... 4f~~. TOWN OF LAKE CLARKE SHORES i TOWN OF LAKE PARK Y~ Page 13 of 14 • • CITY OF LAKE WORTH y. TOWN OF L'ANTANA VILLAGE OF NORTH PALI1 BEACH ~' Y~~ Page 14 of 1A