HomeMy Public PortalAbout136-2015 - JWF - Workman's CompPROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into this day of Y�.e/,, 2015, and
referred to as Contract No. 136-2015, by and between the City of Richmond, Indiana, a
municipal corporation acting by and through its Board of Public Works and Safety (hereinafter
referred to as the "Cl") and ONB Benefits Administration, LLC d/b/a J.W.F. Specialty
Company, 600 East 96 Street, Ste 425, P.O. Box 40968, Indianapolis, Indiana, 46240-0968
(hereinafter referred to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to provide certain administrative, fiduciary, and managerial
services in connection with the City's Worker's Compensation Benefits for the Human
Resources Department. Contractor shall perform all services described on Contractor's proposed
Agreement "Exhibit A" consisting of fifteen (15) pages, which exhibit is attached hereto and
made a part hereof.
Should any provisions, terms, or conditions contained in any of the documents attached hereto as
Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the
provisions, terms, or conditions of this Agreement, this Agreement shall be controlling.
Contractor shall perform all work herein in a timely manner, conforming to all applicable
professional standards.
The Contractor shall furnish all labor, material, equipment, and services necessary for the proper
completion of all work specified.
No performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance;
2. The City is in receipt of any required affidavit signed by Contractor in
accordance with Indiana Code 22-5-1.7-11(a)(2); and
3. A purchase order has been issued by the Purchasing Department.
SECTION II. STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of
the City of Richmond. The Contractor shall provide, at its own expense, competent supervision
of the work.
Contract No. 136-2015
Page I of 6
SECTION III. COMPENSATION
City shall pay Contractor a sum estimated not to exceed Twenty Thousand Dollars and Zero
Cents ($20,000.00) per year for the complete and satisfactory performance of all work described
on "Exhibit A" as well as the medical bill review service rates outlined on said Exhibit (Section
7. Fees).
SECTION IV. TERM OF AGREEMENT
This Agreement shall be effective as of May 1, 2015, and shall continue in effect until May 1,
2017.
Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in
part, for cause, at any time by giving at least five (5) working days written notice specifying the
effective date and the reasons for termination which shall include but not be limited to the
following:
a. failure, for any reason of the Contractor to fulfill in a timely manner
its obligations under this Agreement;
b. submission of a report, other work product, or advice, whether oral or written, by the
Contractor to the City that is incorrect, incomplete, or does not meet reasonable
professional standards in any material respect;
c. ineffective or improper use of funds provided under this Agreement;
d. suspension or termination of the grant funding to the City under which this Agreement
is made; or
e. unavailability of sufficient funds to make payment on this Agreement.
In the event of such termination, the City shall be required to make payment for all work
performed prior to the date this Agreement is terminated, but shall be relieved of any other
responsibility herein.
This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties
by setting forth the reasons for such termination, the effective date, and in the case of partial
termination, the portion to be terminated.
SECTION V. INDEMNIFICATION AND INSURANCE
Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to
person or property or any other claims which may arise from the Contractor's conduct or
performance of this Agreement, either intentionally or negligently; provided, however, that
nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts
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of the City, its officers, agents, or employees. Contractor shall as a prerequisite to this
Agreement, purchase and thereafter maintain such insurance as will protect it from the claims set
forth below which may arise out of or result from the Contractor's operations under this
Agreement, whether such operations by the Contractor or by any sub -contractors or by anyone
directly or indirectly employed by any of them, or by anyone for whose acts the Contractor may
be held responsible.
Coverage Limits
A. Worker's Compensation & Statutory
Disability Requirements
B. Employer's Liability $100,000
C. Comprehensive General Liability
Section 1. Bodily Injury $1,000,000 each occurrence
$2,000,000 aggregate
Section 2. Property Damage $1,000,000 each occurrence
D. Comprehensive Auto Liability
Section 1. Bodily Injury $1,000,000 each person
$1,000,000 each occurrence
Section 2. Property Damage $1,000,000 each occurrence
E. Comprehensive Umbrella Liability $1,000,000 each occurrence
$2,000,000 each aggregate
F. Malpractice/Errors & Omissions Insurance $1,000,000 each occurrence
$1,000,000 each aggregate
SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW
Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and
shall, before commencing work under this Agreement, provide the City a certificate of insurance,
or a certificate from the industrial board showing that the Contractor has complied with Indiana
Code Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and
therefore subject to another state's worker's compensation law, Contractor may choose to
comply with all provisions of its home state's worker's compensation law and provide the City
proof of such compliance in lieu of complying with the provisions of the Indiana Worker's
Compensation Law.
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SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS
Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work
eligibility status of all newly hired employees of the contractor through the Indiana E-Verify
program. Contractor is not required to verify the work eligibility status of all newly hired
employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify
program no longer exists. Prior to the performance of this Agreement, Contractor shall provide
to the City its signed Affidavit affirming that Contractor does not knowingly employ an
unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC
22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days
after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation
within the thirty (30) day period provided above, the City shall consider the Contractor to be in
breach of this Agreement and this Agreement will be terminated. If the City determines that
terminating this Agreement would be detrimental to the public interest or public property, the
City may allow this Agreement to remain in effect until the City procures a new contractor. If
this Agreement is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the
Contractor will remain liable to the City for actual damages.
SECTION VIII. IRAN INVESTMENT ACTIVITIES
Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in
investment activities in Iran. In the event City determines during the course of this Agreement
that this certification is no longer valid, City shall notify Contractor in writing of said
determination and shall give contractor ninety (90) days within which to respond to the written
notice. In the event Contractor fails to demonstrate to the City that the Contractor has ceased
investment activities in Iran within ninety (90) days after the written notice is given to the
Contractor, the City may proceed with any remedies it may have pursuant to IC 5-22-16.5. In
the event the City determines during the course of this Agreement that this certification is no
longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5-
22-16.5, the City reserves the right to consider the Contractor to be in breach of this Agreement
and terminate the agreement upon the expiration of the ninety (90) day period set forth above.
SECTION IX. PROHIBITION AGAINST DISCRIMINATION
A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub -contractor, or any person acting
on behalf of Contractor or any sub -contractor shall not discriminate against any employee
or applicant for employment to be employed in the performance of this Agreement, with
respect to hire, tenure, terms, conditions or privileges of employment or any matter
directly or indirectly related to employment, because of race, religion, color, sex,
disability, national origin, or ancestry.
B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees:
1. That in the hiring of employees for the performance of work under this
Agreement of any subcontract hereunder, Contractor, any subcontractor, or any
person acting on behalf of Contractor or any sub -contractor, shall not discriminate
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by reason of race, religion, color, sex, national origin or ancestry against any
citizen of the State of Indiana who is qualified and available to perform the work
to which the employment relates;
2. That Contractor, any sub -contractor, or any person action on behalf of Contractor
or any sub -contractor shall in no manner discriminate against or intimidate any
employee hired for the performance of work under this Agreement on account of
race, religion, color, sex, national origin or ancestry;
3. That there may be deducted from the amount payable to Contractor by the City
under this Agreement, a penalty of five dollars ($5.00) for each person for each
calendar day during which such person was discriminated against or intimidated
in violation of the provisions of the Agreement; and
4. That this Agreement may be canceled or terminated by the City and all money
due or to become due hereunder may be forfeited, for a second or any subsequent
violation of the terms or conditions of this section of the Agreement.
C. Violation of the terms or conditions of this Agreement relating to discrimination or
intimidation shall be considered a material breach of this Agreement.
SECTION X. RELEASE OF LIABILITY
Contractor hereby agrees to release and hold harmless the City and all officers, employees, or
agents of the same from all liability for negligence which may arise in the course of Contractor's
performance of its obligations pursuant to this Agreement.
SECTION XI. MISCELLANEOUS
This Agreement is personal to the parties hereto and neither party may assign or delegate any of
its rights or obligations hereunder without the prior written consent of the other party. Any such
delegation or assignment, without the prior written consent of the other parry, shall be null and
void. This Agreement shall be controlled by and interpreted according to Indiana law and shall
be binding upon the parties, their successors and assigns. This document constitutes the entire
Agreement between the parties, although it may be altered or amended in whole or in part at any
time by filing with the Agreement a written instrument setting forth such changes signed by both
parties. By executing this Agreement the parties agree that this document supersedes any
previous discussion, negotiation, or conversation relating to the subject matter contained herein.
This Agreement may be simultaneously executed in several counterparts, each of which shall be
an original and all of which shall constitute but one and the same instrument.
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit
arising out of this Contract must be filed in said courts. The parties specifically agree that no
arbitration or mediation shall be required prior to the commencement of legal proceedings in said
Courts. By executing this Agreement, Contractor is estopped from bringing suit or any other
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action in any alternative forum, venue, or in front of any other tribunal, court, or administrative
body other than the Circuit or Superior Courts of Wayne County, Indiana, regardless of any right
Contractor may have to bring such suit in front of other tribunals or in other venues.
Any person executing this Contract in a representative capacity hereby warrants that he/she has
been duly authorized by his or her principal to execute this Contract.
In the event of any breach of this Agreement by Contractor, and in addition to any other damages
or remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this
Agreement, including but not limited to, City's reasonable attorney's fees.
In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement
arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of
the day and year first written above, although signatures may be affixed on different dates.
"CITY"
THE CITY OF RICHMOND,
INDIANA by and through its
Board of Public Works and Safety
By: '
Vicki Robinson, President
Foore, Member
Foster, 11, Member
APPROVED: 'y ��
Sarah L. Hutton, Mayor
Date:
"CONTRACTOR"
ONB BENEFITS ADMINISTRATION, LLC
DBA J.W.F. SPECIALTY CO.
600 East 96 h St., Ste 425, P.O. Box 40968,
Indiana lis, IN 46240-0968
By:
Printed.J �r
Title:�A!!5j��f
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JWF SPECIALTY COMPANY,
ADMINISTRATIVE SERVICES AGREEMENT
THIS AGREEMENT, made this 1 st day of May 2014, by and between City of Richmond, IN
(the "Client"), and ONB Benefits Administration, LLC d/b/a J.W.F. Specialty Company, an Indiana
Limited Liability Corporation (the "Administrator"), WITNESS THAT:
In consideration of the premises, the mutual covenants herein contained, and each and every
act performed hereunder by either of the parties, such parties enter into the following Agreement:
Section 1. Appointment of the Administrator. The Client hereby contracts with the
Administrator to provide certain administrative and managerial services specified in Section 3 below,
and the Administrator hereby agrees to perform for the Client such contract services pursuant to the
terms hereof.
Section 2. Term of Agreement. This Agreement shall commence on May 01, 2015 and shall
remain in full force and effect until May 01, 2017 or until earlier terminated as hereinafter provided.
Section 3. Duties of the Administrator. The Administrator shall, during the term of this
Agreement, perform the administrative and managerial services provided below subject to the terms
of this Agreement. The Administrator shall perform its duties in accordance with all applicable laws,
orders, regulations, decrees or judgments of any governmental or judicial authority.
(EXHIBIT PAGE
The services to be provided by the Administrator pursuant hereto are as follows:
(a) to receive notice of and create a file on each claim reported to the Client and maintain
each file for the Client and to assist the Client in its reporting obligations to the
Worker's Compensation Board of Indiana;
(b) to supervise claims as required to determine their validity and compensability;
(c) to determine proper benefits due on compensable cases;
(d) to make timely payment of benefits due, in accordance with established payment
procedures, out of the Claims Fund Account provided by the Client;
(e) to prepare documentation and arrange for the defense of cases;
(f) to represent the Client at the appropriate governmental agencies of the State of
Indiana;
(g) to represent the Client at conferences regarding pending claims;
(h) to recommend legal counsel and supervise selected legal counsel in preparation of
cases for hearings, appeals, and/or trials;
(i) to maintain and provide to the Client pertinent data on all claim payments;
0) to provide monthly loss reports to the Client and should this agreement be terminated,
provide loss reports quarterly until such time all claims are closed and resolved;
(k) to assist the Client in order to make timely reports to the Excess Workers'
Compensation Carrier and to comply with other reporting provisions of the Excess
Policy;
(1) to advise the Client in writing of major developments such as but not limited to
surveillance, rehabilitation investigation, adjustment and settlement of claims in
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excess of $10, 000;
(m) to secure approval from Client to settle claims for amounts exceeding the discretionary
settlement authority or make payments in excess of authority;
(n) with the prior approval of the Client (which approval shall not be unreasonably
withheld), to contract on its behalf and in the name of the Client with consultants,
attorneys and such other independent contractors as shall be reasonably required by
the Administrator in the performance of its duties herewith; and
(o) to arrange and pay, from the Client funds, for audits of the records of the Client
required by the terms hereof.
(p) To provide on-line services by giving client the communication software that is
compatible with Administrator's claims system.
(q) Provide and maintain panels of selected physicians, surgeons and medical specialists
for treatment of injured workers.
Without limiting the foregoing, the Administrator shall, in conducting its duties hereunder,
act in a prudent manner as a fiduciary with respect to the funds of the Client in accordance with the
customary standards and practices in the insurance industry and shall generally make a good faith
effort to comply with all applicable governmental regulations with respect to the operation of the
Client self-insurance fund.
Section 4. Duties of the Client
In addition to its other obligations hereunder, the Client agrees as follows:
(a) to promptly provide all claims information to the Administrator;
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(b) to cooperate with the Administrator and its representatives in the investigation and
defense of claims;
(c) to provide witnesses as reasonably required to investigate and defend claims;
(d) to render decisions concerning payment of claims, and on all matters relating thereto,
on a timely basis;
(e) to provide sufficient funds required for the payment of benefits, fees and expenses;
(f) to promptly deliver funds as are required to carry out this Agreement
Section 5. Reports; Records. The Administrator shall, during the term of this Agreement,
within thirty (30) days of the end of each fiscal quarter, furnish such written reports to
the Client as may be reasonably required by the Client. All of the Client's claim files
maintained by the Administrator hereunder shall be available for inspection and
copying during normal business hours by the directors and officers of the Client or
their respective agents, attorneys, accountants or other professional consultants at the
Client's expense. Such claim files shall be the sole property of the Client at all times
during the term hereunder and shall be surrendered to the Client upon the termination
of this Agreement, and thereafter the Administrator shall not use or disclose such
claim files or the contents thereof but shall have the right to make copies thereof at its
expense.
The Client shall forward to the Administrator promptly, after its receipt thereof, all
communications concerning its business of which the Administrator should have knowledge in order
EXHlBIT _ PAGEOF�
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to perform its duties hereunder or involving matters which the Administrator has undertaken to
perform for, or on behalf of the Client, and the Administrator shall generally keep the Client apprised
of its activities hereunder and promptly, after its receipt thereof, forward to the Client all
communications concerning the Client of which the Administrator shall receive in connection with
the performance of its services hereunder and shall make such other reports and provide such other
information and documents as the Client shall reasonably require.
Section 6. Claims Fund Account. The Client shall be solely responsible for providing
sufficient funds required for the payment of claims, fees and expenses. The Client shall provide
payment for claims upon request for the amount owed on claim payments. The client will promptly
fund the Administrator's escrow claims account to pay the normal operating expenses of the Client,
including, but not limited to the following:
(a) cost of settling claims;
(b) cost of outside investigation, adjustments, litigation and legal counsel;
(c) cost of preparing outside reports required hereunder; from outside vendors;
(d) cost of witness and expert fees;
(e) cost of medical and engineering appraisals;
(f) cost of surveillance, photography, and other incidental and special costs incurred to
evaluate, process and defend claims;
(g) costs of financial advisors, consultants, actuaries, accountants, attorneys, and other
advisors or subcontractors retained by the Administrator with the consent of the Client
pursuant hereto; and
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(h) cost of taxes, license expenses and other fees incurred by or on behalf of the Client.
The Administrator shall use the funds in the Claims Fund Account in strict accordance with
this Agreement. The Client shall have the right to audit the Claims Fund Account, at its sole expense,
at any time during the term of this agreement. The Administrator shall have no obligations to perform
any services under this Agreement if the Client is delinquent in the delivery of sufficient funds for
deposit to the Claims Fund Account.
Section 7. Fees,
The Client shall pay the Administrator an Annual Flat Fee of $20,000, (the "claim service
fee") for the Administrator's services provided during each year of this Agreement. The annual claim
service fee of $20,000 will be paid in full upon inception of the contract. This includes services for
the life of the claim.
The amount of the Annual Claims Service Fee shall continue on an annual basis under the same
terms and conditions; provided, however, the Administrator may request to adjust such amounts after
one (1) year of service; such request must be in writing and submitted by the Administrator to the
Client at least thirty (30) days prior to the beginning of the next annual service period. Such increases
shall be subject to negotiation between the Client and the Administrator and shall become effective
and incorporated into this Agreement only by the execution of a separate endorsement by the parties.
The Client shall pay the Administrator for medical bill review services the following rates:
$1.05 per line for usual and customary review and 23% of PPO savings in accord with the Indiana
Worker's Compensation Statutory provisions for medical bill review. Changes to bill review and
medical cost containment programs will be presented to the Client and will be agreed to by both
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parties.
The Client may appoint JWF Specialty as the Agent with the CMS reporting agency for
MMSEA reporting. If the Client chooses to appoint JWF Specialtylo report claims to the government
through this program. The fee for this service is included, however, an addendum for this service will
be executed between the parties.
Section 8. Employees, Affiliates and Certain Transactions. The Administrator shall
employ such competent and skilled personnel as shall be necessary to carry out its duties under this
Agreement at its sole cost and expense. The Administrator shall not be required, however, to provide
the services of any specific individual with respect thereto.
The Administrator's dealings with subcontractors or agents are subject to the terms of Section
3. Without limiting the provisions of Section 3, the Administrator shall not enter into any contract,
arrangement or other transaction on behalf of the Client or in connection with its duties hereunder
with an "affiliate" of the Administrator or a "related party" without prior disclosure of all relevant
facts of such contract or other transaction to the Client and the prior approval by of the same. For
purposes of the foregoing sentence, the term "affiliate" shall mean an entity controlled by, under
common control with or controlling the Administrator and a "related party" shall be any person or
entity who shall be an officer, director, principal stockholder or the equity holder or participant of the
Administrator or any affiliate, or any member of such person's "immediate family". "Immediate
family" shall mean such person's spouse, children or their spouses or children, parents, siblings or
their spouses or their children. Additionally, the Administrator shall not engage in any transaction on
behalf of the Client or in connection with its duties hereunder in which the Administrator or any
EXHIE IT A PAGE rl OF 1
affiliate, or any related party thereof, shall have any direct or indirect financial interest or shall
otherwise receive any direct or indirect benefit, without the prior full disclosure of all relevant facts
regarding such transaction to the Client and the approval of the Client of the same.
Section 9. Contracts with Other Self -Insuring Organizations. The services of the
Administrator to the Client are not exclusive and the Client agrees that the Administrator, and any
affiliate of the Administrator, shall be free to render services to others, including other contractors,
and to engage in other activities, provided that the rendering of such other services and performance
of such other activities shall not in any way interfere with, impair or adversely affect the Client or the
performance of the Administrator's duties hereunder.
Section 10. Termination. Either party may terminate this Agreement at any time by giving
at least 30 (thirty) days written notice to the other party.
Section 11. Indemnification. The Administrator agrees to indemnify and hold harmless the
employees, officers, directors, agents or stockholders of the Client (" indemnitees") against any and
all liabilities, costs, expenses (including reasonable attorneys' fees), or damages actually and
necessarily incurred by or imposed on any of the Indemnitees in connection with or resulting from
any Claim made or threatened against the Indemnitee as a result of or in connection with the failure
by the Administrator to perform its duties in accordance with the terms of this Agreement, unless the
Claim was caused by the willful misconduct or gross negligence of the Indemnitee.
The Client agrees to indemnify , defend and hold harmless the Administrator against any and all
EXHIBIT PAGE �D OF V5 "�
liabilities, costs, expenses (including reasonable attorneys' fees), or damages actually and necessarily
incurred by or imposed on any of the Administrator its employees, officers, directors, agents or
stockholders in connection with or resulting from any claim made or threatened against the
Indemnitee as a result of or in connection with any such claim that relates to or arises out of the
Client's actions or inactions, unless the claim was caused by the willful misconduct or gross
negligence of the Administrator.
Section l 2. Notices. All notices required to be given under this Agreement shall be given by
personal delivery or by certified mail or registered mail, return receipt requested, postage prepared,
addressed as follows:
If to the Client:
Sue Roberson
Human Resource Director
City of Richmond, IN
50 North 5"
Richmond, IN 47374
If to the Administrator:
Thomas C. Dickman
Vice President
Y.W.F. Specialty Company
600 East 96" St. Ste. 425
P. O. Box #40968
Indianapolis, IN 46240-0968
EXHIPIT PAGE �,,,OF_ I,�_
a � % 4
Notices shall be effective upon actual receipt if given by personal delivery or three days after mailing,
if mailed.
Section 13. Counterparts; Entire A erg_ement. This Agreement may be executed in any
number of counterparts and each shall be considered an original and together they shall constitute one
agreement. This Agreement constitutes the entire Agreement among the parties in respect to the
transactions contemplated hereby and supersedes all prior agreements, arrangements and
undertakings relating to the subject matter hereof. No covenant or condition not expressed in this
Agreement shall affect or be effective to interpret, change or restrict the Agreement.
Section 14. Amendment; Waiver. This Agreement may be amended or modified only by a
writing specifically amending the Agreement and signed by the parties hereto. No waiver of any
provisions of or default under this Agreement shall affect the rights of the parties thereafter to enforce
any other provision or to exercise any right or remedy in the event of any other, default, whether or
not similar. Any waiver of any term of this Agreement must be in writing. All consents and approvals
required hereunder shall be in writing and signed by the consenting or approving party.
Section 15. Successors, Assi nment. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns; provided, however, that this
Agreement may not be assigned by either of the parties hereto without the prior consent of the other.
Any delegation or subcontracting of the duties or responsibilities by the Administrator to third persons
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or entities in accordance with the provisions of this Agreement shall not be deemed as an assignment.
Section 16. Governing Law. This Agreement shall be governed by, and shall be construed
and regulated in accordance with, the laws of the State of Indiana.
Section 17. No Imputation of Partnership; Agency. The Client and the Administrator are not
partners or joint venturers and neither this Agreement nor any provision thereof shall be deemed to
constitute a partnership or joint venture as between the parties hereto or to constitute either party as
the agent of the other for any purpose except as expressly provided for herein. Neither party shall be
or become responsible for any debts, obligations, or liabilities of the other. Any transaction unrelated
to the contractual services set forth herein engaged in by either party, unless specifically authorized
by other party, shall be solely the liability and responsibility of such party, which shall not be
authorized to bind the other party with respect thereto. The employees of each party hereto shall not
be deemed employees or sub -agents of the other and each party shall pay all compensation and
provide any fringe benefits to its own employees.
Section 18. Severability. If any provision or part of this Agreement is found to be prohibited,
unenforceable or invalid under the laws of any jurisdiction, the provision or part thereof shall be
ineffective to the extent of such prohibition, unenforceability or invalidity under the applicable law
without affecting the enforceability or validity of such provision in any other jurisdiction, and without
invalidating the remainder of such provision or other provisions of this Agreement.
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Section 19. Headings. Headings are not part of this Agreement and shall not be used in the
interpretation of this Agreement. They are provided for convenience only.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed by its duly authorized officers on the day and year first above written.
CITY OF RICHMOND INDIANA
EXHIBIT PAGE F EXHIBIT PAGE v
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Amendment Regarding
Release of Claims and Indemnification for Mandatory Medicare
Reporting Purposes Under Section 111
Under Section 14 Amendment; Waiver of the JWF Specialty Company Services
Agreement, that agreement can be amended in writing by signature of the parties. By statute,
Medicare has imposed mandatory reporting requirements on the Client as further delineated
below. The Administrator has agreed to provide additional services to assist the Client in
meeting its reporting responsibilities. This Amendment further delineates the responsibilities of
the parties.
Under the Medicare, Medicaid & SCHIP Extension Act of 2007, Section 111 (MMSEA
Section 111, 42 U.S.C. 1395y(b)(8)), worker's compensation payments to Medicare beneficiaries
must be reported to Medicare. The same rules require reporting of group health benefits, as well
as settlements of personal injury lawsuits. Under Section 111, a self -insured employer, or an
employer with a large deductible who is responsible for paying the claim, is designated as the
Responsible Reporting Entity ("RRE"). The RRE is required to identify Medicare beneficiaries
and then, through a data exchange program with Medicare, report awards, settlements, and the
employer's ongoing responsibility to provide medical care. The RRE may designate an agent to
assist it in meeting its legal responsibilities.
Medicare's rules state that the RRE remains legally responsible for proper reporting in
every case, and the agent cannot assume this responsibility. See, Medicare Secondary Payor
Reporting Requirements Users Guide, Version 2.0, July 31, 2009, Sections 7.1 and 7.2.
The Administrator has developed a reporting module to meet the Client's requirements
for communicating the necessary information to Medicare's Centers for Medicare & Medicaid
Services ("CMS"). The Administrator will faithfully report such required information as is
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provided by the Client, and will assist the Client in obtaining the information necessary for
proper reporting. However, the Administrator cannot be legally responsible for these reports in
light of Medicare's rules. The Administrator will advise the Client when reports are submitted
and of all responses received from CMS; however, the Administrator cannot be legally
responsible for these reports.
The parties recognize that, under Medicare's rules, the Client is solely responsible and
accountable for complying with the mandatory reporting requirements; however, to the extent
permitted by law, the Administrator hereby RELEASES AND DISCHARGES the Client, its
employees, officers, directors, agents, and/or stockholders, from any and all actual or alleged
claims, damages, losses, actions, suits, proceedings, fines, charges, expenses and attorney fees in
connection with the reporting requirements under MMSEA Section 111 if the act or omission
complained of was caused in whole or in part by the negligence in any form of the
Administrator.
The Client hereby RELEASES AND DISCHARGES the Administrator, its employees,
officers, directors, agents, and/or stockholders, from and against all actual or alleged claims,
damages, losses, actions, suits, proceedings, fines, charges, expenses and attorney fees in
connection with the reporting requirements under MMSEA Section 111, if the act or omission
complained of was caused in whole or in part by the negligence in any form of the Client.
The parties recognize that, under Medicare's rules, the Client remains solely responsible
and accountable for complying with Medicare's mandatory reporting requirements; however, to
the extent permitted by law, the Administrator will INDEMNIFY, DEFEND AND HOLD
HARMLESS the Client and the Client Indemnities against any and all actual or alleged claims,
damages, losses, actions, suits, proceedings, fines, charges, expenses and attorney fees actually
E%CHlElT PAGE I OF �51
tv V. it r
3
or necessarily incurred or imposed on the Client and/or the Client Indemnities in conjunction
with the reporting requirements under MMSEA Section 111, if the act or omission complained
of was allegedly caused in whole or in part by the negligence in any form of the Administrator.
In addition, the Client will INDEMNIFY, DEFEND AND HOLD HARMLESS the
Administrator and Administrator Indemnities against any and all actual or alleged claims,
damages, losses, actions, suits, proceedings, fines, charges, expenses and attorney fees actually
or necessarily incurred or imposed on the Administrator and/or the Administrator Indemnities in
connection with the reporting requirements under MMSEA Section I I I if the act or omission
complained of was allegedly caused in whole or in part by the negligence of the Client.
The Client shall pay the Administrator an annual fee for the report requirements to MMSEA for
Workers Compensation which is included in a separate administrative services agreement.
DATED:
City of Richmond
By: �T PAG
Title:
DATED: J.W.F. SPEC T I TY COMPANY
L� /1015 By:_ —,i
Title:IF,
T
EX!-IIPIT$ PAGE OF_a
1/2366642.1