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HomeMy WebLinkAboutCC Resolution 10832 (Workers Comp. Claims Admin)RESOLUTION NO. 10 8 3 2 RESOLUTION AUTHORIZING THE SIGNING OF AN AGREEMENT WITH CLAIMS MANAGEMENT, INC. FOR WORKERS' COMPENSATION CLAIMS ADMINISTRATION SERVICES (JUNE 15, 2001 TO JUNE 30, 2003) THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES as follows: The MAYOR is authorized to execute, on behalf of the City of San Rafael, an Agreement with Claims Management, Inc. for Workers' Compensation Claims Administration Services from June 15, 2001 to June 30, 2003. I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the City Council of said City on Monday, the 2151 day of May, 2001, by the following vote, to wit: AYES: COUNCILMEMBERS: Heller, Miller, Phillips & Mayor Boro NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: Cohen .19sf C' &t2eco AP- Z Fr f XEANNE M. LEONCINI, City Clerk AGREEMENT FOR WORKERS' COMPENSATION CLAIMS ADMINISTRATION SERVICES This Agreement is made and entered into this 21 s t day of May, 2001, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and Claims Management, Inc. (hereinafter "ADMINISTRATOR". RECITALS WHEREAS, the City of San Rafael desires comprehensive Workers' Compensation Claims Administration services; and WHEREAS, Claims Management, Inc. represents that it has the experience, the expertise and the ability to provide said services, and is willing to provide said services, AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION The City Manager shall be the representative of the CITY for all purposes under this Agreement. The Risk Manager is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. ADMINISTRATOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for ADMINISTRATOR. Randall C. Smith is hereby designated as the PROJECT DIRECTOR for ADMINISTRATOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR for any reason, the ADMINISTRATOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF ADMINISTRATOR ADMINISTRATOR shall provide Workers' Compensation Claims Administration Services as described in ADMINISTRATOR's Proposal for Workers' Compensation Claims Administration Services dated April 5, 2001 and by this reference incorporated herein. ADMINISTRATOR shall perform said services in a manner compatible and consistent with the standards of ADMINISTRATOR's profession, and shall use reasonable care and due diligence in performing its obligations under this Agreement. 3. DUTIES OF CITY CITY shall cooperate with ADMINISTRATOR in the performance of this agreement, and compensate ADMINISTRATOR for the performance under this agreement. 4. TERM OF AGREEMENT The term of this Agreement shall commence on June 15, 2001 and end on June 30, 2003. Upon mutual agreement of the parties, and subject to the approval of the City Manager, the term of this Agreement may be extended for an additional period of up to three (3) years, not to exceed a total term of five (5) years and sixteen (16) days. For the purpose of maintaining the continuity of claims administration for CITY upon the end of the term of this Agreement, or upon termination pursuant to paragraph 6 herein, ADMINISTRATOR may continue to perform services as outlined in the Agreement on a month-to-month basis, at the rates then in effect. 5. COMPENSATION For the full performance of the services described herein by ADMINISTRATOR, CITY shall pay ADMINISTRATOR the flat fee of $5,250 for claims administration for the period from 6/15/01 through 6/30/01, and $3,500 for data conversion and file transfer. For the period from 7/1/01 - 6/30/02, CITY shall pay ADMINISTRATOR $126,000 for claims administration and a $2,500 modem hookup and training fee. For the period from 7/1/02- 6/30/03, CITY shall pay ADMINISTRATOR $131,000 for claims administration and $2,000 for modem access. Said sum shall be payable monthly, due and deliverable to ADMINISTRATOR upon receipt by Project Manager of monthly invoices submitted by the ADMINISTRATOR during the term of this Agreement, unless this payment schedule is altered by written mutual agreement of the parties hereto. 6. TERMINATION Either party hereto shall have the right to terminate this Agreement at any time upon giving the other party hereto sixty (60) days written notice prior to the effective date of such termination, unless a shorter period is mutually agreed. Upon termination of the Agreement, ADMINISTRATOR shall be entitled to only that pro rata fee based upon work actually accomplished as of the effective date of the termination. 2 Any monies paid to the ADMINISTRATOR in excess of the pro rata fee shall be refunded to CITY. 7. RELATIONSHIP ADM *4ISTRATOR (including ADMINISTRATOR's agents, officers and employees) is not an agent or employee of CITY, but is an independent contractor solely responsible for ADMINISTRATOR's acts, and this Agreement shall not be construed as an agreement for employment, S. ASSIGNABILITY The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 9. INSURANCE A. During the term of this Agreement, ADMINISTRATOR shall maintain, at no expense to CITY, the following insurance policies: 1. comprehensive general liability insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence for death, bodily injury, personal injury, or property damage; 2. automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence; 3. professional liability insurance policy in the minimum amount of one million ($1,000,000) dollars to cover any claims arising out of the ADMINISTRATOR's performance of services under this Agreement. 4. employee dishonesty in the minimum amount of one million ($1,000,000) dollars to include comprehensive employee dishonesty, disappearance, theft, and forgery or alteration coverage in a form and issued by an insurance or bonding company or companies acceptable to the CITY. B. The insurance coverage required of the ADMINISTRATOR by section 9. A. shall also meet the following requirements: 3 1. The insurance shall be primary with respect to any insurance or coverage maintained by CITY against all claims arising out of the performance of the work described herein, caused in whole or in part by any negligent act or omission of ADMINISTRATOR, or anyone directly or indirectly employed by them, for whose acts ADMINISTRATOR may be liable, except where caused by the sole negligence or willful misconduct of the City. 2. Except for professional liability insurance, the insurance policies shall be endorsed for contractual liability and personal injury. 3. Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policies. 4. ADMINISTRATOR shall provide to PROJECT MANAGER, (a) Certificates of Insurance evidencing the insurance coverage required herein, and (b) specific endorsements naming CITY, its officers, agents, employees, and volunteers, as additional named insureds under the policies. 5. The insurance policies shall provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon thirty (30) days written notice to CITY's PROJECT MANAGER. 6. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 7. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement; 8. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. C. If it employs any person, ADMINISTRATOR shall maintain workers' compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both ADMINISTRATOR and CITY against all liability for injuries to ADMINISTRATOR's officers and employees. D. Any deductibles or self-insured retentions in ADMINISTRATOR's insurance policies must be declared to and approved by the PROJECT MANAGER and the City Attorney. At CITY's option, the deductibles or self-insured retentions with 0 respect to CITY shall be reduced or eliminated to CITY's satisfaction, or ADMINISTRATOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. 10. INDEMNIFICATION ADMINISTRATOR shall indemnify, hold harmless and defend CITY, its officers, agents, employees, and volunteers, against any and all claims, demands, suits, loss, liability, cost and damages including attorney's fees, litigation expenses, and cost of administration (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) alleged against CITY, ADMINISTRATOR or any other person, and from any and all claims, demands and actions in law or equity, including attorney's fees, litigation expenses, and cost of administration, arising or alleged to have arisen directly or indirectly out of the services provided under this Agreement. ADMINISTRATOR's obligations under the preceding sentence shall apply regardless of whether City or any of its officers, agents, employees or volunteers are actively or passively negligent, but shall not apply to any loss, liability cost or damages caused solely by the active negligence or willful misconduct of CITY. 11. RECORDS OWNERSHIP All claim files, loss reports, payroll information and other documents and materials shall be the property of the CITY. Said documents are subject to audit by an independent agent or contractor of CITY's choice and at CITY's expense. Adequate notice of such an audit shall be thirty (30) days. All information and reports described in this section shall be delivered to CITY upon termination of this Agreement. Additionally, all documentation generated by ADMINISTRATOR in performance of this Agreement shall be made available for review and copying by the CITY upon reasonable notice. ADMINISTRATOR agrees not to release any report, or portion thereof, or any result of any investigation it may undertake on behalf of CITY to any outside person or agency without the express written consent of CITY, except as provided in this Agreement. 12. NONDISCRIMINATION. ADMINISTRATOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS ADMINISTRATOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations 5 under this Agreement. ADMINISTRATOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. ADMINISTRATOR shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO TH RD PARTY BENEFICIARIES CITY and ADMINISTRATOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 15. NOTICES All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY: Sharon E. Andrus Risk Manager City of San Rafael PO Box 151560 San Rafael, CA 94915-1560 TO ADMINISTRATOR: Randall C. Smith President Claims Management, Inc. 2868 Prospect Park Drive, Suite 600 Rancho Cordova, CA 95670 16. ENTIRE AGREEMENT -- AMENDMENTS The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 9 17. SET-OFF AGAINST DEBTS ADMINISTRATOR agrees that CITY may deduct from any payment due to ADMINISTRATOR under this Agreement, any moneys which ADMINISTRATOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 18. WAIVERS The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinancq law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 19. COSTS AND ATTORNEY FEES The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney fees expended in connection with such action. 20. CITY BUSINESS LICENSE/OTHER TAXES ADMINISTRATOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code. ADMINISTRATOR shall pay any and all state and federal taxes and any other applicable taxes. ADMI ISTRATOR's taxpayer identification number is 94-2737686, and ADMINISTRATOR certifies under penalty of perjury that said taxpayer identification number is correct. APPLICABLE LAW The laws of the State of California shall govern this Agreement. 7 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL AlbedJ. Bo, Mayor ATTEST: .anne M. Leoncin ,City Clerk APP] Gary Ragghi ', City At lney ADMINISTRATOR Ta" A C�u C � CW'I % 4A, Randall C. Smith, President