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HomeMy Public PortalAboutORD13723 BILL NO, 2004-14 Substitute SPONSORED BY COUNCILMAN WEBER ORDINANCE NO. / J, V) AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH CCMI FOR CLAIMS MANAGEMENT SERVICES. WHEREAS, CCMI is engaged in the business of the administration, investigation and payment of claims arising from self-insured workers'compensation and casualty programs; and WHEREAS, in conjunction with City's property and casualty insurance program through St. Paul, a plan and claim administration agreement is required with CCMI BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1 . The Mayor and City Clerk are hereby authorized to execute an agreement with CCMI. Section 2. The agreement shall be substantially the same in form and content as that agreement attached hereto Exhibit A. Section 3. This Ordinance shall be in full force and effect from and after the date of its passage and approval. Passed: Approve Officer G� Mayor ATT 7siding APPROVE? AS TO)FORM: City Clerk City dounselor A CLAIMS ADMINISTRATION AGREEMENT THIS AGREEMENT is made as of June 8, 2004, between Corporate Claims Management, Inc., a corporation organized and existing under the laws of the State of Missouri (hereinafter "Administrator") and the City of Jefferson, Missouri, a municipal corporation organized and existing under the laws of the State of Missouri (hereinafter"Client"). WITNESSETH: WHEREAS, Administrator is engaged in the business of the administration, investigation and payment of Claims arising from workers' compensation Programs for its Clients; and WHEREAS, Client has entered into a self-insurance Program which requires the services of an independent contractor to administer its workers'corn pensation Claims arising during the term of such agreement; and WHEREAS, Client desires to retain Administrator for the provision of its services for Client's Claims for its self-insured workers' compensation Program to the extent as set forth in the following articles of this Agreement; NOW THEREFORE, in consideration of the mutual promises and covenants hereinafter contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties ® hereto, intending to be legally bound, hereby agree as follows: 1. Definitions As used in this Agreement, the following terms shall have the following meanings: (a) "Agreement" shall mean this Agreement, as originally executed and amended or supplemented from time to time. (b) "Allocated Loss Adjustment Expense" shall mean such of the following items of expense incurred or authorized by Administrator on behalf of Client as may be reasonable and necessary in connection with Administrator's rcndition of services in accordance with this Agreement: i. Medical examinations of Claimants, including the reasonable and necessary transportation expenses of Claimants. ii. Reports from attending or examining physicians. iii. Attorneys' fees and disbursements. iv. Court reporter services and transcripts. V. Stenographic services and transcripts. Avi. Witness attendance fees. 1 vii. Court costs. viii. Appeal bonds. ix. Printing costs related to trials and appeals. X. Testimony, opinions, appraisals, reports, surveys, and analyses of professionals and experts. xi. Trial and hearing attendance fees. xii. Reports to or from government agencies or branches. xiii. Credit bureau reports. xiv. Private investigators. xv. Photographs. xvi. Medical or vocational rehabilitation. xvii. Medical cost containment services including but not limited to hospital bill audit, provider bill audit, and medical case management incurred with the consent of Client. xvUL Extraordinary Claim investigation rind/or travel expense incurred with the consent of Client. xix. Fees for services provided by any investigation or adjusting firm other than Administrator related to the investigation and defense of a particular Claim. xx. Any similar service related to the investigation and defense of a particular Claim, or the protection of and collection of the subrogation rights of the Client, for which Client shall have given prior approval. xxi. Costs, fees and expenses associated with submission of Claim data to the Central Index System. xxii. Costs, fees and expenses associated with the required submission of Claim data to state regulatory agencies via electronic data interface (EDI). xxiii. Costs, fees and expenses incurred by Administrator for services above and beyond those covered by this agreement with prior approval from Client. (c) "Claim" shall mean any occurrence from which injury, damage, or expenses are sustained or asserted or from which liability under the Missouri Workers Compensation Law is alleged. (d) "Claimant" shall mean any person alleging or having a right to file a Claim against the Client for ® damages as a result. of Client's duty or breach of duty under any various Workers' Compensation or Civil laws. 2 (e) "Client Program" or the "Program" shall mean the Client's self-insured workers' compensation plan which qualifies in all respects to such Programs as defined in the Missouri Workers' Compensation Law, as such law is herein defined. (f) "Claims Payment Account" (or 'Loss Fund') shall mean a bank account to be established by Administrator to which Client will contribute the amounts agreed and from which Administrator may draw funds to pay Claims and Allocated Loss Adjustment Expenses required in the administration of Client's Program covered by this Agreement.. (g) "Party" shall mean Client or Administrator as the context requires, and the term "Parties" shall mean both Client and Administrator. (h) "Loss Run" shalt mean a computer generated listing of Claims that have been posted to Administrator's Claims Administration Information System. (i) "Loss Payment Accounting Record" means a computer generated listing of accounting activity in the Claims Payment Account as described below, during the preceding month that has posted to the Administrator's Claims Administration Information System. (j) "Administrator's Authority Limit" shall mean the amount of Claim settlement authority provided by the Client to Administrator for each Claimant, set forth in writing from time to time, which Administrator may utilize in its sole judgment to settle Claims as described. Administrator's Authority Limit does not :efer to, nor is it intended to restrict Administrator's ability to issue periodic and regular payment of statutorily required amounts owed to Claimants on clearly compensable Claims as agreed to by the Parties. (k) "Missuuri Workers' Compensation Law" shall mean such Law as defined in Chapter 287, revised Statutes of Missouri, as amended, and as such Law may be amended from lime to time during the term of this Agreement, including any renewal or extension of such term. 2. Term Administrator agrees to provide all services set forth herein to Client in connection with its Workers' Compensation Claims exposures Occurring during the period commencing .July 1, 2004 and ending June 30, 2006, unless earlier terminated pursuant to Section 3 hereof. With the Consent of both parties, the contract may be renewed for three (3) additional one (1) year periods at an increase of 3%each year. 3. Termination Unless explicitly renewed by the Parties in writing, this Agreement shall terminate on June 30, 2006. With the consent of both parties, the contract may be renewed for three (3) additional one (1) year periods at an increase of 3% each year. This Agreement may be terminated at any time with or without cause by either Party giving the other Party written notice of termination sixty (60) nays prior to the effective date of such termination. If this Agreement is terminated by Client before June 30, 2006, Client may require Administrator to conclude the handling of all Claims occurring during the term of this Agreement whether reported before 3 or after the term of this Agreement, subject, however, to the terms, conditions and limitations of this Agreement. Such termination shall not. result in a reduction in fees paid to Administrator prior to the effective date of termination. 4. Compensation Administrator shall provide all claims administration services for an annual fee of $18,000.00 for the initial term of this agreement. With the consent of both parties, the contract may be renewed for three (3) additional one (1) year periods at an increase of 3% each year. 5. Services To Be Performed Administrator shall adjust, supervise, and administer fully the Client's Program in a manner so that such Program is at all times in full compliance with all current and future applicable laws, rules and regulations governing such Workers' Compensation Programs; and, in fulfilling the foregoing obligations, Administrator will act as the independent contractor and/or representative of Client in all matters related to the administration of the Program. In addition to the foregoing obligations, Administrator hereby agrees to perform fully all of the following duties: (a) To review all Claim and/or loss reports with Claim and/or dates incurred during the term of this Agreement for all losses involving the hereinabove stated exposures to the Client. (b) To establish a file with respect to each Claim. (c) To investigate, to the extent deemed necessary in the mutual judgement of the Parties, all reported Claims as defined in Section 1 above. (d) To provide each Claim file with a written chronology of all actions taken with respect to the underlying Claim. (e) To furnish all Claim forms necessary for proper Claims administration. (f) To investigate, adjust, settle or resist all such losses and/or Claims as defined in Section 1 above within the per Claim discretionary settlement authority limit of the Administrator as agreed upon by Administrator and Client. (g) To investigate, adjust, settle or- resist all such losses and/or Claims as defined in Section 1 in excess of the discretionary settlement authority limit of the Administrator with specific prior approval of the Client.. (h) To assist in all litigation or other proceedings involving any Claim as directed by Client. (i) To retain all Claim files for a period of two (2) years after the applicable statute of limitations has expired. After this period, files will be returned to the Client or destroyed as Client requests. 4 (j) To recommend adequate reserves and provide to Client a continuous review of such reserves and any required changes t.o such reserves. (k) To monitor all treatment Programs recommended to a Claimant by any care provider. (t) To furnish to Client and/or its designees on a monthly basis, a Loss Run and Loss Payment Accounting Record Report. Administrator also shall furnish to Client and/or its designees on an as requested basis ad-hoc reports as may be available within its Claims administration system, (m) To establish a designated bank account for the benefit of the Client and its insurer (the 'Loss fund'), to be funded by the Client., to be used solely for the purpose of the payment by Administrator of Claims and allocated loss adjustment expenses incurred by Client as defined in this Agreement, associated with Claims for which the Administrator is providing services hereunder, and for the deposit of recovery amounts, including, without limitation, subrogation and adjustment reimbursement:, from Claim and/or allocated toss adjustment expense amounts previously paid from such Loss Fund account ('Recoveries'). Such funds shall not be co-mingled with any other funds including, but not limited to, funds from other of Administrator's Clients and Administrator's general operating funds. All banking arrangements established by Administrator shall comply with state laws and regulations. (n) Provided that Client has first presented Administrator with sufficient funds in the 'Loss Fund' to cover such payment amounts, to issue all payments required to be made in the administration of Client's Program and provide to Client a monthly record of all such payments. (o) To prepare and file all reports required by any current or future applicable law, rule or regulation. (p) Discretionary settlement authority, as referred to in Section (F) Ft (G) above is $ 0 .00 per Claimant. Notwithstanding the foregoing, this discretionary settlement authority level will in no way prohibit Administrator from paying statutory benefits on clearly cornpensable cases as determined by the Parties. b. Covenants and Agreements of Client Client covenants and agrees as follows: (a) Client appoints Administrator as its Claims management company, as its agent and authorized Administrator to exercise in Client's behalf, Administrator's sole judgement and discretion to pay, settle, or resist all Claims within Administrator's discretionary settlement authority as stated in Section (5.0) above. Client reserves the right to advise Administrator to riot pay any particular Claim or to pay a lessor amount even within Administrator's discretionary settlement authority. (b) To pay to Administrator the fees prescribed in Section 4. If Client fails to pay Administrator the fees prescribed in Section 4 and/or in accordance with the time frames set forth therein, Administrator may terminate this Agreement immediately, 5 notwithstanding the sixty (60) clays prior written notice set forth in Section 3. In the event Of Such immediate Agreement termination, the options upon termination as set forth in Section 3, shall not be available to Client, but instead Administrator shall immediately cease work on all pending Claims, and return Lo Client all Claims and/or losses pending on the date of such termination for the Client to handle Lo a conclusion, and such handling shall not result in any expense or redaction of fees to Administrator. (c) To pay all Allocates! Loss Adjustment Expense, as defined herein, in addition to the fees to be paid to Administrator as prescHhed in Section 4 hereof. (d) To indemnify, protect, save, defend and hold Administrator and Administrator's directors, officers, attorneys, employees, shareholders, agents and other representatives wholly harmless from and against any and all loss, cost, damage or expense (including attorney's fees and costs incurred by Administrator in connection therewith) arising out of the administration or handling of any Claims by reason of any negligent, grossly negligent, or Willful act or omission of Client or of Client's directors, officers, shareholders, attorneys, employees, agents or other representatives, taken or ornitte-.d to be taken pursuant to this Agreement, including, without limitation, any such loss, costs, damage or expense incurred by reason of the following; i. Any act or omission of Administrator or any of Administrator's directors, officers, attorneys, employees, agents or other representatives taken or omitted to be taken at the direction of Client or any of Client.',, directors, officers, shareholders, agents, or other representatives; ® fl. Administrators being named in litigation as the insurer of record or other capacity based upon its present or past retationshih with Client; iii. The failure of Administrator or Administrator's directors, officers, attorneys, shareholders, errrp(oyees, agents or other representatives to settle a Claire that could have been settled wit.hin Adininistrator's Authority Limit. (so tong as such failure Lo-settle does not result from a negligent, grossly negligent, or willful act, error or omission by Administrator or by any of Administrator's directors, officers, shareholders, attorneys, employees, agents or other representative); or iv. The failure of Administrator or Administrator's directors, officers, shareholders, attorneys, employees, agents or other representative} to pay any Claim or Allocated Loss Adjustment Expense on a timely basis due to the failure of Client or Client's directors, officers, Shareholders, attorneys, employees, agents or other representatives to comply with Section 6, subparagraphs (e) and (f) hereunder. In the event Administrator or any of its directors, officers, shareholders, attorneys, employees, agents or other representatives, is named as a defendant in, or is otherwise obligated to defend, any such action asserting any Claim indemnified hereunder, Client will assume, at Client's expense, the defense of such actions on behalf of Administrator and its directors, officers, shareholders, attorneys, employees, agents or other representatives, as the case may be. Client shall have the sole discretion to select the attorneys who wilt defend any such action, provided, however, that Client shall exercise such discretion reasonably. Notwithstanding the foregoing, nothing herein shall waive any rights of any Party hereto to contributory negligence Claims or defenses with respect. t.o any indemnity provided herein. This indemnity shall survive termination of this Agreement. 6 (e) To provide, in an amount. consistent with the requirements of (Nance of Insurer), Administrator with sufficient funds in its 'Loss Fund' to enable Administrator at all times to pay Claims and Allocated Loss Adjustment Expanses in accordance with the terms and conditions contained herein. (f) To authorize and hereby does authorize Administrator to issue payments as may be necessary to enable Administrator to pay Claims. Administrator may also issue payments as may be necessary to enable Administrator to pay all Allocated Loss Adjustment Expenses. Client agrees that Administrator shall slave no duty to issue payments on Client's behalf unless Client has previously deposited sufficient funds in Administrator's 'Loss Fllnd' to honor such payments. Sectiort7. Covenants and Agreements of AdtninistiMor Administrator covenants and agrees as follows: (a) To Client's right. to ISSLI[Ile the control and handling of any Claim at any time, and Administrator agrees to deliver promptly any Claire file to Client which it. may request, but without any offset or deduction of the fees or charges paid or payable by Client to Administrator under Section 4 above. The Parties agree that al. all times prior to and after- the cancellation of this Agreement, all Claim files are owned by and are the property of Client. Claim files are subject to review by Client and its employees and authorized agents during Administrator's regular business hours, with reasonable pr for notice. (b) To exercise reasonable efforts to manage the Services provided hereunder in such a way and in such manner as to insure that every adjuster, Claims investigator, and/or employee used by the Administrator or subcontracted to by the Administrator will adjust and/or investigate every alleged Claim or matter covered by this Agreement in accordance with this Agreement and any Clairn handting instructions as implemented from time to time. (c) To provide to Client, upon written request, certificate of insurance evidencing adequate General Liability Insurance, AutonlUl.�ile Liability Insurance, Workers' Compensation Insurance, Fidelity Covetage (frond) and Errors and Omissions Insurance (Professional Liability Coverage). (d) To provide all necessary personnel to perform the services agreed upon herein. (e) To indemnify, protect, save, defend and hold Client and Client's directors, officers, shareholders, attorneys, employees, agents and other representatives wholly harmless from any and all loss, cost, damage or expense arising out of the administration or . handling of any Claims by reason of any negligent., grossly negligent or act or omission of Administrator or of Administrator's directors, officers, shareholders, xtorneys, employees, agents or other representatives, taken or omitted to be taken pursuant to this Agreement; provided, however, taut. Administrator shall have no obligation to indemnify anyone pursuant hereto with respect to the following: i. Any act or omission of Administrator or any of Administrator's directors, officers, • shareholders, attorneys, employees, agents or other representatives taken or omitted to be taken at the direction of Client or any of Client's directors, officers, shareholders, attorneys, employees, agents or other representatives, ii. Administrator being named in litigation as the insurer of record, iii. The failure of Administrator or Administrator's directors, officers, shareholders, attorneys, employees, agents or other representatives to settle a Claim that could have been settled within Administrator's Authority Limit (so long as such failure to settle does not result. from a grossly negligent or' willful act, error or omission by Administrator or by any of Administrator's directors, officers, shareholders, attorneys, employees, agents or other representatives), or, the failure of Administrator or- Administrator's directors, officers, shareholders, attorneys, employees, agents or other representatives to pay any Claim or Allocated Loss Adjustment Expense on a timely basis due to the failure of Client., Client's directors, officers, shareholders, attorneys, employees, agents or other- representatives to comply with Section G, subparagraphs (e) and (f) of this Agreement. In the event Client or any of its directors, officers, shareholders, attorneys, employees, agents or other representatives, is named as a defendant in, or is otherwise obligated to defend, any such action asserting any Ciainl indemnified hereunder, Administrator will assume, at Administrator's expense, the defense of such actions on behalf of Client and its directors, officers, shareholders, attorneys, employees, agents or other representatives, as the case may be. Administrator has sole discretion to select the attorneys who will defend any such action, provided, however, that Administrator shall exercise such discretion reasonably. Notwilhslanding the foregoing, nothing herein shall waive any rights of any Party hereto to contributory negligence Clain-is or defenses with respect to any indemnity provided herein. 8. Miscellaneous: (a) This Agreement shall be governed and constructed in accordance with the laws of the Stale of Missouri. (b) If any provision of this Agreement shall be held to he invalid or unenforceable for any reason, such invalidity or tinenforceability shall not affect any other provisions of this Agreement.. (e) No waiver or, modification of this Agi*eenient or of any covenant, condition or limitation Contained shall be valid unlrs, in writing Mid duly exec rrted by the Parties. (d) The failure of either Party to insist, in any one or rube instances, upon performance of the terms or conditions of this Agreement shall not be construed as a waiver or a reliruluishment of any ric;ht granted hereunder or of the future performance of any such term, covenant, or condition. (e) This Agreement is personal to the Parties and may riot he assi+;nerd by either- Party in whole or it) part without prior written consent of the other Party. (f) Any notice to be given hereunder shalt be deemed sulficient if in writing and delivered either personally or by certified mail, return receipt requested, to the following: If to Administrator: Michael D. Greco:, President 8 Corporate Claims Management, Inc. 7132 Spirit 40 Park Chesterfield, Missouri 63005 If to Client: Nathan Nickolaus, City Counselor City of Jefferson 320 E. McCarty .Jefferson City, Missouri 65101 (g) The headings of this Agreement are intended solely for convenience of reference and shalt have no effect on the construction or interpretation of this Agreement. (h) In the event of any litigation between the Parties, the prevailing Party shall be entitled to recover from the non-prevailing Party any attorney's fees and expenses incurred. (i) This Agreement shall be binding upon -ind inure to the benefit of each Party hereto and their respective permitted Successors and permitted assigns. IN WITNESS WHEREOF, the Parties by their authorized agents have caused this Agreement to be executed as of the date first written above. On BP,hatf�of CITY OF JEFy'LRSON On Behalf of CORPORATE CLAIMS MANAGEMENT J0 n Landwehr, Mayor ^ `Michael D. Greco, President Attest:_,. Phyllis PAell, City Clerk Approved a . form: ' Nathan NickolauS, City Caunselor 9 nn CLAIMS ADMINISTRATION AGRI?I: MFNI' THIS AGREEMEN'r is made as of November I, 2004, between C'o►porate Claims Management, Inc., a corporation organized and existing under the laws of the State of Missouri (hereinafter "Administrator") and The City of.lcftcrson City, Missouri (hcreinaflcr "Client"). WITNESSE?Tl-l: WHEREAS, Administrator is engaged in the business of the administration, investigation and payment of claims arising from self-insured workers' compensation and casualty programs tier its clients; and WHEREAS, Client requires the services of'an independent contractor to administer its self'-insured property/casualty program up to its self'-insured retention; and ® WHEREAS, Client desires to retain Administrator filr the provision of its services for Client's claims for its sell=insured property/casualty program to the extent as set firth in the following articles of this Agreement; NOW THEREFORE, in consideration of'the mutual promises and covenants hereinafter contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to he legally bound, hereby agree as follows: 1. Definitions As used in this Agreement, the following terms shall have file lollowing meanings: (a) "Agreement" shall mean this Agreement, as originally executed and amended or supplemented from time to time. (b) "Allocated Loss Adjustnlcllt L"xpense" shall mean such of' the following items of expense incurred or authorized by Administrator on behalf of Client as may be reasonable and necessary in connection with Administrator's rendition of services In accordance with this Agreement: 1 ® i. Medical examinations of claimants, including the reasonable and necessary transportation expenses of claimants. ii. Reports from attending or examining physicians. iii. Attorneys' Ices and disbursements. iv. Court reporter services and transcripts. V. Stenographic services and transcripts. vi. Witness attendance fees. Vii. Court costs. iii. Appeal bands. ix. Printing costs related to trials and appeals. X. Testimony, opinions, appraisals, reports, surveys, and analyses of professionals and experts. A Automobile and Property appraisals. xii. Trial and hearing attendance fees. xiii. Reports from government agencies or branches. xiv. Credit bureau reports. xv. Private investigators. xvi. Photographs. xvii. Medical or vocational rehabilitation. xviii. Medical cost containn►cnt scrviccs including but not limited to hospital bill audit, provider bill audit, and medical case managcmcnt incurred with the consent of Client. xix. Extraordinary claim investigation and/or travel expense incurred with the consent of Client. 2 xx, Bees tilt- services provided by ally investigation or adjusting firm other than Administrator related to the invcstigatiOn ►111d (IetcllSC 01'a particular Claim. xxi. Any similar scrvicc related to the investigation and defense (►f'a particular Claim, ()r the protcclion o1' and collection ul' the subrogation rights Of' the Client, far which Client shall have given prior approval. xxii, Costs, Iccs and expenses incurred by Administrator tar services above and beyond those Covcrcd by this agreement. (c) "Claim" shall mcan ally OCCUITCncC fi-Onl which injury, dairta):;c, or expenses are sustained or asserted or front which liability under various Missouri Tort Statutes is alleged. (d) "Claimant" shall any person alleging or having a nigh! to file a claim against the client tier damages as a result ol'clicnt's duty Or brCach Of duty un(ICr any various Civil laws. (e) "Client Program" or the "Program" shall mean the C hCnt's sell=illSUrCd property/casualty progra111 as till: Context i'C(11111•CS. (f) "Claims Payment Account" shall mean a hank ICCUllnt to he C tabliSllCd by Client and to which Client will contribute the anlc►u11tS lgl-CCd hereunder and From which Administrator may draw Rinds to ilay claims and Allocated loss A(1juSlmCllt 1::xpeilses rCduired in the administration of'Cliclit's Program covered by this Agreement. (g) "Party" Shall ilican Client or Administrator as tl1c context 1'e(IuireS, and the terin "Parties" Shall mean both Client and Administrator, (h) "Loss Run" shall nlearl a computer gcnertltCd listing of clainis that have heen posted to A(hllinistrator's Claims Adnlinistratioll Inli►rnlation `'ystCnl. (1) "Loss Paylllent ACCOUnting RCCOrd" 111Ca11S a Computer gCnerate(i listi►lg o1' 11CCOU11tirig activity in the C'lainls Payment Account, as (ICSCribCd bcloW, during the prCCCding month that has posted to the Administrator's Claims Administration I11161'lllation System. (j) "Administrator's Authority Ijillit" shall mean the amount o1' claim settlement authority provided by the Client to Administrator lilt' each claimant, Set fi►rtli ill writing 11-olil tittle to time, which Administrator play utiliv.0 in its sole ju(Igement to settle claims as described herein. 2. Term Administrator agrees to provide all services set forth herein to Client in connection with its sClf=insured claims CxpOSUrCS reported during the period commencing November 1, 2004, and ending October 31, 200;5, unless CurliCr tcrlllinatcd pursuant to Section 3 hereof'. 3 3. '1'et711ination Unless explicitly renewed by the Partics in writing, this Agreement shall lerminate on October 31, 2005, Any continuation or renewal of this Agreement shall he the subiect of further negotiation between Client and Administrator, if renewal or continued, the price for Claims Administration Services for the period of November 1, 2005 through Octohcr 31, 2006 will be based on the current year's fi-cquency of Claims rcportcd, calculated at the per Claimant rates established in this agreement plus an amount not to exceed the lesser of'(i) the change in the Broad Based Consumer Price Index during the terns of'lhis agreement plus two percent (CPI + 2'rn) or(ii) six percent (6%0). This Agrcenlent may be canceled at any time with or without cause by either Party giving. the other Party written notice of'canccllation sixty(60) clays prior to the efl 0k c date of such cancellation. if' this Agreement is can-.Ucd by Client bcibrc 00ohcr 31. 2005 Ibr any reason, C'licnt shall exercise one of'thc hollowing options: (a) Client may require Administrator to C011CILKIC the harldling of' all claims occurring during the term of this Agreement whether reported before or after the term of this Agrcenlent, subject, however, to the terms, conditions and limitations of this Agreement. No further compensation shall he owcd to Administrator t6r Its handling of C'I:.tins reported prior to the Termination ofthis Agrcenlent to their conclusion. (b) Client may require Administrator to return all 011cn and/or finali;ccl tiles to the Client. SL1C11 return of open and/or finalized files shall riot result in a reduction in fees for all, Claims referrccl to Administrator but not finalized prior to the effective date of termination. 4. Compensation Client shall pay Administrator ices as follows as compensation for the administrative services Administrator herein agrees to perform: Administrator shall provide all claims administration services as detailed in this Agreement for an annual fee of'`1;25,056.00 Ian• new claims reported during the term of the agreement. Administrator reserves the right to offer Guaranteed Cost renewal pricing lilt subsequent years of' this program contingent upon clallll 11-cciLte116cs rcportcd during the most recent past year. Pricing for subsequent year:5 claims administration fees will be based upon the last year's actual frequency, times the per-claimant Ilaf-rates detailed below, plus an amount equal to the change in the broad-based Constmer Price IlldCX (CPI-U) plus 2 percent (2"O) during the previous 12 month period. All fees will be billed quarterly during the 'ferns of the Agrcenlent, except as detailed below ill this section. 4 Guaranteed Cost Renewal pricing for subse(lucrtt years renewal of this program shall utilize tilt following price schedule as a basis tier such pricing (plus the change in tile, ('PI-U Iglus two percent during tile previous 12 moth period): Type otTasc Expected Flat Rate Projected 1'l•c(luency Per Claimant 'Focal General Liability --- x $457.00 $ -------- Auto Liability --- x $ 157,00 S -------- Auto Phys. Damage --- x $37.1.00 -------- Errors & Omissions --- x $457.00 ; -------- Personallnjury --- x $ 157,00 ; -------- Quarterly Management Claim Reviews No Charge Monthly Loss Runs/Special Reports $ No Charge Total Claims Adiiiinistration I,.xpcctc(I Cost - New C hints $ 25,056.00 ADDITIONAL FHES: NONE APPIACA131.F Client agrees to pay Administrator ;Ill Ices as outlined in this section. Dees liar Claims h;uldling shall be billed cm the first of the month ol•C;ICII C;Ilcn(lar ({uartCI- during I.11C Term Of'tllk aL;1•ecnlent, 411(1 such billings will be paid by ( 'liens within thirty (30) (lays ol•suCll hitting,. 5. Services To 13C Perlbrnled Ad1111111strator ~hall a(Ijust, s(IpCrvise, ;111(1 administer tally the C'lient's Program ill a planner so that such Progralll Is at ;111 t1111Cs ill hill C0111111ia11CC with all CUITC11t atl(I lll(Ure applicable law~. Pules and regulations governing such sell-insured programs; and, ill (611111ing tile, lclregoin , obligations, Administrator will act as the indepelldc11t contractor and/or represc11tative of(.'licnt in 1111 matters related to the administration ol'the Pi-ogram. J In addition to the foregoing obligations, Administrator hereby agrees to pulbrin fiilly rill of the flollowing duties: (a) To review rill cluing and/or loss reports with claim and/or dates incurred during the tarn cif this Agreement flor all losses involving the hereinabovc stated exposures to tilt Client, (b) To establish a file with respect to each claim. (c) To investigate, to the extent deemed necessaly in the mutual judgement of the Panties, all reported Claims as defined in Section i above. (d) To provide each Claim file with a written chronology ol'all actions taken with respect to the underlying Claim. (c) To furnish all claim lorms necessary for proper claims administration. (f) '1'o investigate, adjust, settle or resist all such losses and/or Claims as defined in Section 1 above within the per claim discretionary settlement authority limit of the Administrator as agreed upon by Administrator in([ Client. (g) To investigate, adjust, settle or resist all such losses and/or claims as defined in Section 1 in excess ol'the discretionary settlement authority limit of'thc Administrator with specific prior approval of'the Client. (I,) To assist in all litigation or other proccedings involving;any Claim as directed by Client. (i) To retain all Claim files fin• a period uf' two (2) years alter the apphcablc statute of limitations has expired. After this period, files will be returned to the Client or destroyed as Client r•ecfuests. (j) To recommend adequate reserves and provide to Client a continuous review of such reserves and any rccluil—W changes to such reserves. (k) 'i"o monitor all treatment programs recommended to a Claimant by any care provider. (1) To furnish to Client and/or its designees on a monthly basis, a Loss Run and LOSS Pay'ltlent Accounting, Record Report. Administrator also shall Furnish to Client and/or designees oil iln as re(ILICStCd baSiS WHIM I-Cports as Illay be available within its claillis administration system. (m) To pay on claims check stock provided by Client, all payments required to be made in the administration of C'lient's Program and provide to Client a daily record of all such payments. • 6 (n) To prepare and file all reports re(luire(I by ally current or filture applicable law, rule or regulation. (o) Discretionary settlement authority, as relcrrcd to Ill Section (I") & (Ci) above is $0.00 per claitnanl. 6. Covenants and Agreements ol'Clicnt Client covenants and igrecs ifs 161lows: (a) Clieilt appoints Administrator as Its claims managcnlellt colllpany, as Its agent and authorized Administrator to exercise in C'lient's behalf; Administrator's sole juc.lge 1 11 t and discretion to pay, settle, or resist all claulis within Adnillllstrator's (llscrctlonary settlement authority as stated :n Section (5.0) above. Client reserves the right to advise Administrator to not pay ally part ic1lIll- claim of to pay a lessor alll(lUnt even within A(Inlinistrator's discretionary settlement authority, i 1',111y. (b) To pay to Administrator the Ices prescribed in Section 4. If client fails to pay Administrator the tees prescribed 111 Section 4 and/or in accordance with the tinic franics set firth therein, Administrator may terminate this Agrecrllent inmic(liately, notwithstanding the sixty (60) days prior written notice set forth ill Section 3. In the event of such immediate Agreement termination, file options Llp011 10'111lllatloll as set fil-th in Section shall not be available to Client, but instead Administrator shall return to Clicnt all (:')aims and/or losses pending on the date ofsuch tcrnlinailion for the Client to handle to a conclusion, and such handling shall not result in any expense or reduction of lccs to Administrator. (c) To pay all Allocated loss Adjustment i"xpense, as dctincd herein, in ad(lition to the fees to he paid to Administrator as prescribe(1 ill Section 4 hcrcol'. ((I) To in(Ieninify, )rotect, save, defend and hold Administrator and Administrator's directors, officers, attorneys, employees, shareholders, agents and other representatives wholly harmless from and against any and all logs, cost. (laniage or expense (inelu(ling attorney's ices and costs ll)elll'I'ed by A(iniinistrator in connection therCwith) arising out of the administration or han(Iling of ally claims by reason of any negligent, grossly negligent or willful act or omission of Client or of' Client's directors, officers, shareholders, attorneys, employees, agents or other representatives, taken or omitte(l to be taken pursuant to this Agreement, including, witll()ut limitation, any such loss, costs, damage or expense incurred by reason of the: fi►llowing: i. Any act or omission or Administrator ol'any ol'Adnlinistrator's directors, officer's, attorneys, employees, agents or other representatives taken or omitted to be taken at the direction of C'1►eni or ally o1'C'lient's directors, oflicers, shareholders, agents, or other representatives, 7 ii, Administrators hcing minted ill litigation as the insurer of record or other capacity based upon its present (sr past relationship with C'licnt, iii. The failure of' Administrator or Administrator's directors, ofliccr:s, altorneys, sharcholdcrS, cmployccs, agents or• other representatives to settle a claim that coul(1 have been sculed within Administrator's Authority Limit (so long as such fllilure to-settle clues not result 111-otll a negligent, grossly negligeni, or willful act, en-or or omission by Administrator or by any of Administrator's directors, officers, shareholders, attorneys, employees, agents or other represental i ve), or iv. The failure of Administrator or Administrator's directors, ol'licers, shareholders, attorneys, employees, agents ()r' othei' rcpr'esetltative to hay any Claim or Allocated Loss A(Ijustment I�.xhcnsc un a tinkly basis (]Lie to the failure of, Client or C'lient's dircclor's, oflicers, shareholders, attorneys, employee~.. ,igents or other represeWatives to comply with Section h, subparagraphs (C) and (t) frcrcunder. In the event Administrator or any of its directors, ofliccrs, shareholders, attoreleys, employees, agents or other representatives, is named as a defendant in, or is otherwise obligated to defend, any such action asserting any C'lainl indetlltlilicd her•Clnl(fet•, Client will assume, at C'lient's expense, the defenSC Of' such actions on behalf, of, Administrator and its directors, officers, shareholders, attorneys, employees, agents or other representatives, as the casc may be. Client shall have the sole discretion to select the attorneys who will (Icicnd any such action, provided, h0NVCVet•, that Client shall exercise Stich discretion reasonably. Notwithsta )(ling the 1i61-cgoing. nothing herein shall waive any rights of any party hereto to contributory negligence Claims or defenses with respect to ally indemnity provided herein. ThiS in(lct»nity shall Surwi�.c termination ol'this Agreement. (c) To provtdC sufficient funds to the C'lainls Payment Account to enable Administrator at all times to pay Claims and Allocated boss Adjustment I',xhenses in accordance with the teems and Conditions Contained herein. (1) To authorize 111(1 hereby does authori/C Administrator to issue payments as may be necessary to enable Administrator it) Iv.y Claims. Administrator may also make payments as nlav be 11ccessary Io cnahle Administrator to p:iy Al Allocated loss Adjustment Expenses. Section 7 Covenants 111(1 AgrucnlenlS ufA(htlirtistr,ltor Administrator co vunants and agrees as lidlows: (a) To C'lient's right to assume the conlrol and handling of any Claim at any tinle, and Administrator agrees to deliver promptly any Claim lilt to C'liVill which it nuly rC(11.10t, but without any off=set or (IC(luction from any of'the lees or Charges pail or payable by Client to A(11111111St1'ill(1ronder Seelion d above. 'I he parties agree that at all times prior to and lflcr the cancellation ol•tllis Agreement, all Claim files arc owned by and arc the property of Client. 46 Ckilll filCS ere subjCCt to review by Client ruin its cnlployccs and authoti�.c l agents during Administrator's regular business hollr•S, with reasonable prier notice. (b) To exercise reasonable cffllrts to managc the services provided lIC1•CLII1dCr in such a way and in such nluulurer Ws to insure that every adjuster, claims investigator, and/or employee used by the Administrator or subcoo(ractcd to by file Administrator will adjust and/or investigate every alleged Claim or matter covered by this Agreement in accordance with this Agreement and any claim handling instructions as inlplcnlcntcd from untie to time. (c) TO prirvide to Client, upon wriltcll request, certificate of insurance evidencing adequate General Liability Insurance, Autonulhile Liability 111SLIrar1CC, Workers' Compensation Insurance, Fidelity ("overage (Bond) and Fri-ors and Omissions Insurance (Professional Liability Coverage). (d) To provide all necessary personnel to 11cr1o1•Il; the scI•vices agreed upon herein. (c) To indemnify, protect, save, defend and hold C'licnl and C'lient's directors, ot,ficcls, shareholders, attorneys, employees, agents and other rcpreselltatives wholly harmless from any and all loss, cost, darrfagc or cxpensc arising out of the administration or handling of any claims by reason o1' rely negligent, grossly negligent oi• willful let or omission of Administrator or of' Administrator's directors, officers, shareholders, attorneys, employees. agents or other representatives, taken or omitted to be taken pursuant to this Agreement; provided, however, that Administrator shall have no obligation to indemnify anyone pursuant hereto with respect to the lollowing: i. Any act or omission of Administrator or any Of' Administrator's directors, officers, shareholders, attorneys, employees, agents or other representatives taken or omitted to be taken at the direction of*Client or ally of'Client's directors, olfice•s, shareholder, attorneys, employees, agents or other represe►ltatives, ii. Administrator buing named in litigation as the insurer ofrecord, iii. The failure ol• Administrator or Administrator's director:s. officers, shareholders, attorneys, employees, agents or othe r►:pre,entntives to settle a C'luinl that could have been settled within Administrator's Authority hillit (so iollg as arch fitilure to settle does not result from a grossly negligent or willful act, error or omission by Administrator or by any of' Administrator's directors, of•ficcl:S, shareholders. attorneys, employees. agents or other representatives), or, iv. The fililurc of Administrator or Administrator's directors, offices, shareholders, attorneys, employees, agents or other representatives to pay ally Claim or Allocated Loss Adjuslnnent Cxpense, on a timely hWSis clue to Client, to the fililurc of Client's directors, officers, attorneys, cnlployccs, agents or other rcpresentativcs to comply with Section G, ® subparagraphs (c) and (1) ol'lhis Agreement. 9 In the event Client or any of its directors, officers, attorneys, employees, agents or other representatives, is named as a defendant in, or is otherwise obligated to defend, any such action asserting any Claim indemnified hereunder, Administrator will assume, at Administrator's expense, the defense of such actions on behalf' of Client and its directors, officers, attorneys, employees, agents or other representatives, as the case may be. Administrator has sole discretion to select the attorneys who will defend any such actin 111, provided, however, that Administrator shall exercise such discretion reasonably. Not withstanding the foregoing, nothing herein shall waive any rights of any party hereto to contributory negligence claims or defenses with respect to any indemnity provided herein. 8. Miscellaneous: (a) This Agreement shall be governed and constructed in accordance with the fawS ofthe State of Missouri. (b) If any provision of this Agrccnlen! shall be held 1.0 be invalid or unenforceable for tiny reason, such invalidity or unenfiorccability shall not affect any other provisions of this Agreement. (c) No waiver or mollification of this Agreement or of any covenant, condition or limitation contained shall be valid unless in writing and duly csccutcd by the Pa►1ics. (d) The failure of'either Party to insist, in any one or more instances, upon perfonmance ot'the terms or conditions ol'this Agreement shall not be construed as a waiver or a relinquishment of'any right granted hereunder or ol'the future pertornla nce of tiny such term, covenant, or condition. (e) ']'his Agreement is personal to the Parties and may not be assiggncd h, either Party in whole or in part without prior written consent ol'lllc oflier Party. (f) Any notice to be given }nercunder shall be deemed sul'ficie►t if in writing and delivered either personally or by cerlific(I mail, return receipt rc(i(tcsted, tO the 1611Owing: It to Administrator: Michael l). Greco, President Corporate Claims Management, Inc. 782 Spirit 40 Park C'lleste•ficld, Missouri 63005 Ifto Clicnt: Nathan M. NlckolauS 'i'hc City o1,Jct1'c1:son City, ivlissouri 320 F. McCarty Strect Jefferson City, Missouri 65201 10 (g) The headings or this Agreement are intended solely lot' convenience of'reference and shall have no effect c,n the construction or interpretation ill this Agreement. (h) In the event (it' any litigation between the Parties, the prevailing party shell be entitled to recover from the non-prevailing party ally attorney's (lees and expenses incurred. (i) This Agreement shall be binding; upon and inure to the benefit oreach party hereto and their respective permitted sueccssors and permitted assigns. IN WITNESS WHEREDF, the parties by their authorized agents have caused this Agreement to be executed as ol'the (late first written above. On Hehalf'of Oil Behalfot' 'nic City or.lenerson City. Missouri Corporate Claims M"inagcmcnt, hie. Jahn Laiulwehr, Mayor chacl [). (;rcco. President 1)AT1.' ' l A'I-reS'"r. ATTI�.ST. AV, mss`----- `r t 1 City Clerk ' 'Title: APPROWID AST I'()Izm: City Counselor a.a. CITY OF JEFFERSON AMENDMENT TO THE AGREEMENT FOR WORKER'S COMPENSATION CLAIM SERVICES WHEREAS,the City of Jefferson,Missouri,a municipal corporation,hereinafter designated"City,"with offices at 320 East McCarty Street, Jefferson City, Missouri, 65101, entered into an Agreement with Corporate Claims Management, Inc., with offices at 782 Spirit 40 Park, Chesterfield, Missouri, 63005, hereinafter referred to as "Administrator" on June 8, 2004. WHEREAS, the Agreement was for the administration of workers'compensation claims; and WHEREAS,both parties wish to extend the agreement for the first of three additional one-year renewal periods as stipulated in Paragraph 3 of the agreement dated June 8, 2004; NOW,THEREFORE,,—be it-agreed by the parties that the agreement is hereby renewed for the--first-of-- the three additional one-year periods to end June 30, 2007. IN TESTIMONY WHEREOF, the parties have hereunto set their hands and seals this f day of May, 2006. CITY OF JEjEFE4SON, MISSOURI CORPORATE CLAIMS MANAGEMENT May President ATTEST: ATTEST: ACClerk APP- - AS ORM: City Counselor HAContract FilesTrofessional ServicesTorporate Claims Management\amendment 2006-07.wpd