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HomeMy WebLinkAbout3714~Enter Search Criteria, Press Esc Key to Transmit Press Del Key to Terminate Delete Mode CHANGE Contract Transactions Contract Number 3714 ~Vendor Name SEDGWICK CLAIMS MANAGEMENT SERVICES ~Subject CLAIMS ADMINISTRATION - WORKERS COMPENSATION Department ADMIN SVCS Status Code PRO Amount $12500.00 Begin Date 03/01/1996 Insurance End Date 01/31/2004 Type Amount Review Date 02/15/2006 GL $2000000.00 AL $1000000.00 t E&O $1000000.00 Insurance Total $4000000.00 Insurance Review Date 09/01/2004 Comments E&O EXP 9/03 FORMERLY JOHNSTON & CULBERSON VAULT 01/01/2006 + JOHNSTON [] CULBERSON AMENDATORY ENDORSEMENT City of Bremerton This Amendatory Endorsement, which shall become effective February 1, 2003 and continue through January 31, 2005, is entered into by Johnston & Culberson, Inc., A Sedgwick CMS Company, hereinafter called "Service Company" and City of Bremerton, hereinafter called "Employer". IT IS AGREED T}IAT: Item 4 of the March 1, 1996, Service Agreement is changed to reflect the following new fee: 4. SERVICE FEE: Employer agrees to pay fees defined in A and B below as service charge to Service Company. Those expenses in C, D and E will be borne by the Employer as necessary. A. For all Claims, Statistical and Accounting Services outlined in the March 1, 1996 Service Agreement, Employer agrees to pay Service Company the following annual fees: Year One: $16,100, billed quarterly in advance, for the first 50 claims, $322 per claim thereafter. Year Two: $16,800, billed quarterly in advance, for the first 50 claims, $336 per claim thereafter. B. Risk Control Services: For Risk Control Services as defined herein, as requested, Employer agrees to pay Service Company $100 per hour for on-site consulting. C. All legal and allocated claims service expenses, which are incurred in the litigation of any claim, will be paid by the Employer. D. All costs of printing necessary forms, archive claim storage and retrieval fees and all costs for First Aid/CPi*, tralhing materials or materials used in developing audio-visual training programs, including associated shipping and handling and other incidental and special costs incurred in the provision of Loss Control Services will be paid by Employer. E. A service charge of 1% per month (12% per annum), will be applied on all outstanding invoices 30 days after date of invoice. IN WITNESS WHEREOF, the parties have caused this Amendatory Endorsement to be executed by the persons authorized to act in their respective names. Signed this ~ of~, 2003. Johnston & Culberson, Inc., A Sedgwick CMS Company By: ~ Title: President Gerald A. Johnston City of Br~n,erton JOHNSTON [] CULBERSON AMENDATORY ENDORSEMENT City of Bremerton This Amendatory Endorsement, which shall become effective, February 1, 2001, and continue through January 31, 2003, is entered into by Johnston & Culberson, Inc., hereinafter called "Service Company" and City of Bremerton, hereinaficr called "Employer". IT IS AGREED THAT: Item 4 of the March 1, 1996, Service Agreement is changed to reflect the following new fee: 4. SERVICE FEE: Employer agrees to pay fees defined in A & B below as service charge to Service Company. Those expenses in C, D & E will be borne by the Employer as necessary. A. For all Claims, Statistical and Accounting Services outlined in the March 1, 1996 Service Agreement, Employer agrees to pay Service Company thc following annual fees: Year One: $15,500, billed quarterly in advance, for the first 50 claims, $297 per claim thereafter. Year Two: $16,100, billed quarterly in advance, for the first 50 claims, $309 per claim thereafter. B. Loss Control Services: For Loss Control Services as defined herein, as requested, Employer agrees to pay Service Company $85 per hour for on-site consulting. C. All legal and allocated claims service expenses, which are incurred in the litigation of any claim, will be paid by the Employer. D. All costs of printing necessary forms, archive claim storage and retrieval fees and all costs for First Aid/CPR training materials or materials used in developing audio- visual training programs, including associated shipping and handling and other incidental and special costs incurred in the provision of Loss Control Services will be paid by Employer. E. A service charge of 1% per month (12% per annum), will be applied on all outstanding invoices 30 days after date of invoice. IN WITNESS WHEREOF, the parties have caused this Amendatory Endorsement to be executed by the persons authorized to act in their respective names. Signed this ~ of~, 2001. Johnston & Culberson,~ - red R. Culberson City of Bremerton City of Breme~on amend.dec PROFESSIONAL SERVICES APPROVAL Originator: _Peggy Lesser Department: Administrative Services Date Approved: Total Cost: $15.500 in 2001 and $16.100 in 2002 assuming 50 claims or less in each of those years. If claim volume exceeds 50 claims in either year, an additional per claim charge of $297 would be applied in 2001 and $309 would be applied in 2002. Description: Claims administration and payment services for Bremerton's self-insured workers' compensation claims Impact of Non-approval: ~ ' ~::JAN 2_ 6 2001 Inability to make required payments. ; *Approvals: Department Head & ~,..(~;~/ Mayor ~' ~?~._ l Fiscal & Budget~ .: ~ ~ Operations ~~ $1,000 - $10,000 Department Head, Mayor, Fiscal & Budget, Operations (Copy of form to Council President) $10,000 - $20,000 Department Head, Fiscal & Budget, Operations, Council President Attach Form To Requisition O, ,i [] E SOfXj SERVICE AGREEMENT THIS AGREEMENT, made and entered into March l, 1996, between Johnston & Culberson, Inc., a Delaware corporation, hereinafter called "Service Company" and City of Bremerton, hereinafter called "Employer" WITNESS THAT WKEREAS, Service Company is in the business of providing advice and administrative assistance as an independent contractor to Washington Self-Insured Employers subject to Workers' Compensation Law as defined, and WI:FEREAS, Employer desires to employ Service Company as the claims administrator for its self- insured workers' compensation claims. TltlgREFORE, in consideration of the promises, covenants and obligations of the parties hereinafter set forth, it is agreed as follows: 1. DEF12~ll tONS: For purposes of this Agreement, the terms herein are understood and agreed to be defined as follows: A. "Workers' Compensation Laws": With respect to the State of Washington shall include Title 51 of the Industrial Insurance Laws of the State of Washington. B. "Premium" is the workers' compensation premium required by the Workers' Compensation Laws which Employer otherwise would be required to pay of it were not a Self-Insured employer; such premiums are based on the Washington payroll hours of Employer and are determined by the rules, rates and experience modification provisions of the Workers' Compensation Laws. Until sufficient information is available to compute an experience modification factor, manual rates will be utilized. C. "Faid Claims Losses" are defined as all payments by Employer to ~°rkers for compensation, medical services, drugs, prosthetic devices, rehabilitation, transportation and any and all other benefits and payments required under said Workers' Compensation Laws. D. "Unallocated Claims Services" are defined as all normal administrative, investigative and adjustment services relating to a specific accident or occupational disease, including but not limited to: supervision of and timely issuance of checks for workers' compensation claims and mandatory vocational rehabilitation obligations to workers under the Workers' Compensation Laws as they become due and prior to delinquency; maintenance of all records required by the Workers' Compensation Laws or any agency charged with their enforcement, including records of all claims, statistical services, as defined in 1F below; documentation of all payment requests for workers and vendor; 1 periodic calculation of Employer's premium as defined in lB; preparation and filing on or before the applicable due date of all reports, statements or other documents required under the Workers' Compensation Laws; coordination with Washington Department of Labor & Industries as required; representation of Employer at all Hearings before the Board of Industrial Insurance Appeals and the Department of Labor & Industries of the State of Washington, where, in the opinion of Service Company, an attorney is not required; consultation with and concurrence from Employer before appointing legal counsel, when required; supervision and management of mandatory vocational rehabilitation for qu.lified injured workers of Employer; assistance in the selection of and subsequent supervision of outside parties classified under Allocated Claims Services and costs thereof, as defined in IE below. All such activities shall be carried out pursuant to the terms of this agreement by salaried employees of Service Company. E. "Allocated Claims Service" costs are defined as the costs relating to specific accidents or occupational disease which costs are not related to Unallocated Claims Services as defined in 1D of this Agreement. Allocated Claims Services costs include, but are not Limited to: court costs, court depositions, transcripts, subpoena costs, costs and materials for expert witnesses involving medical, legal or chemical questions, outside attorney fees, private investigation fees, vocational rehabilitation fees for qualified injured employees of Employer and any similar costs or expenses properly chargeable to the defense of a particular claim or to the protection of the subrogation rights of Employer not otherwise provided for under 1D of this Agreement. Allocated Claims Service costs are paid out of Employer's workers' compensation checking account with prior approval of Employer. F. "Statistical Services" are defined as the five (5) following reports to be produced by Service Company and distributed on a regular and timely basis to Employer. (1) Monthly Loss Analysis (2) Monthly Loss Summary (3) Weekly Check List · (4) Monthly Check Register (5). Annual Financial Report - Additional reports may be furnished by Service Company upon request of Employer, at fees agreed upon by both parties. 2. SERVICE COMPANY OBLIGATIONS: Service Company agrees to provide the following services to or on behalf of Employer. A. Unallocated Claims Services as defined in ID above, B. Statistical Services as defined in 1F above; C. Loss Control Services and Training Programs as provided and set forth in the written proposal which include but are not limited to the following: (1) Advice and consultation on a regular basis, including safety inspections, safety committee involvement, supervisory training, noise level surveys, industrial hygiene testing, and recommendations on use of personal protective equipment. (2) Providing information relating to specific safety topics as appropriate. (3) Loss Control Audits (4) Assistance in implementing Employer Loss Control Programs Neither the fight to provide these services and recommendations, nor the providing. thereof nor any report thereon, shall constitute a representation by Service Company that such work places, operations and machinery are safe. D. Service Company shall use due care and reasonable diligence in the exercise of its powers and the performance of its duties under this Agreement. Service Company agrees to indemnify and hold harmless Employer and its directors, officers and · employees againgt any and all losses, claims, lawsuits, settlements, judgment costs, penalties and expenses, including attorney's fees resulting or arising out of the negligent, dishonest, fi'audulent or crkminal acts of Service Company in carrying out its duties under this Agreement. ,~E.". Service Company shall provide the Employer with on-going proof that it maintains ~· current Professional Liability insurance coverage with minimum limits of $1,000,000. 3. EMPLOYER OBLIGATIONS: Employer agrees that it will: A. Forward promptly to Service Company all reports of industrial or occupational diseases and workers' notices, complaints and correspondence relating to such claims. B. . Cooperate with Service Company in regard to the administration of Claims and Loss Control Programs. _ C. Provide Service Company with appropriate payroll, financial and organizational information necessary for the completion of required State reports· D. Provide Service Company with sufficiem data input for coding of administration units, locations and departments, for monthly Loss Analysis and Loss Summaries. E. Establish a checking account for Workers' Compensation expenditures and fund as necessary to insure sufficient amounts are present to pay all checks. F. Provide Service Company, on a timely basis, all pertinent Excess Insurance reporting requirements and/or reporting modifications for all annual periods for which claims administration services are provided. 3 G. Employer agrees during the term of this Agreement and for a period of one (1) year following its termination, it will not employ any person employed by Service Company during the terms of this Agreement without the prior written consent of Service Company. H. Indemnify and hold harmless Service Company and its directors, officers and employees against any and all claims, losses, settlements, judgment costs, penalties and expenses, including attorney's fees, resulting fi.om or arising out of any functions of Serv/ce Company under this Agreemem, or a claim for benefits under the applicable workers' compensation law, unless it is determined that liability therefore was the consequence of negligent, dishonest, fraudulent or criminal acts of Service Company or any of its directors, officers or employees. 4. SERVICE FEES: A. Takeover Fee: For the assumption and future management of all claims incurred prior to the March 1, 1996, takeover date, Employer agrees to pay Service company a one-time fee of $150 for each open indemnity file. Onc,oin~ Fees: For all Claims, Statistical and Accounting Services outlined herein, Employer agrees to pay Service Company annual fees of $12,500, billed quarteriy in advance, for the first 50 claims, $240 per claim thereafter. B. Loss Control Services: For Loss Control Services as defined herein, as requested, ' Employer agrees to pay Service Company $80 per hour for on-site consulting. C All Allocated Claims Services expenses which are incurred in the litigation of any claim will be paid by Employer. D All costs of printing necessary forms and checks, archive claim storage and retrieval fees. and all costs for First Aid/CPR training materials or materials used in developing . audio/visual training programs, including associated shipping and handling and other incidental and special costs incurred in the provision of Loss Control,Services will be paid by Employer. D. A service charge of 1% per month (12% per annum) will be applied to all outstanding invoices thirty (30) days after date of invoice. 4 5. TER,MENATION PROVISIONS: A. Either party may terminate this Agreement for any reason upon sixty (60) days written notice to the other party. B. Upon termination of service by written notice, a final accounting will be made of the fees payable to Service Company and any funds belonging to Employer in possession of Service Company, and any balance due either party will be promptly paid by the debtor party. C. Upon termination by Employer and as soon as reasonably practical, Service Company will turn over all claims files and ancillary work products on those claims to Employer or its designated representative. At a cost to be negotiated at the time of termination, Service Company may continue to administer existing claims at the request of Employer. 6. CONlelDENTIAL1TY: It is understood and agreed that all statistical, financial and personnel data relating to Employer or any of its employees provided to Service Company by Employer, or any employee thereof, pursuant to this Agreement is confidential, and Service Company and its employees shall keep such information in the strictest confidence except to the extent necessary to perform the services to be rendered hereunder. 7. ASSIGNM~ENT: Neither this Agreement, nor any part thereof, shall be assignable by Service Company, whether by operation of law or otherwise, without the prior written consent of Employer. Any attempted assignment without such prior written consent shall be null and void. 8. GOVERNI31G LAW: This Agreement shall be construed under and governed by the laws of the state of Washington. 9. ENTIILE AGREEMI~NT: This entire Agreement between the parties is set forth herein. This Agreement supersedes and invalidates all previous agreements, both written and oral. It may not be amended orally and neither party shall be bound by any modification unless made in writing and signed by an authorized representative of the parties. No term or condition of this Agreement shall be deemed to have been waived nor shall there be an estoppel to enforce any provisions of this Agreement, except by a statement in writing signed by the party against whom enforcement of the waiver or estoppel is sought. IN WITNESS WFi~REOF, the parties have caused this Agreement to be executed by the persons authorized to act in their respective names. Si~ned ~i~ ~% a~y ot ~-'~',~-~ , ~. JOKNSTON & CUI.RRRSON, INC. CITY OF BREM~RTON By: ~-'~'~ :~'~/./- Title: 6 A~IENDATORY ENDORSEMENT City of Bremerton This Amendatory Endorsement, wMch shall become effective, October I, 1996, entered into by Johnston & Culberson, Inc., hereinafter called "Service Company" and City of Bremerton, hereinafter called ~'Employer". IT IS AGREED THAT: Item 4 of the Service Agreement is changed to reflect the following new fee: 4, SERVICE FEE: Employer agrees to pay fees defined in A, B & C below as service charge to Service Company. Those expenses in D, E & F will be borne by the Employer as necessary. A. Takeover Fee: For the assumption and future management of all claims incurred prior to the March 1, 1996, takeover date, Employer agrees to pay Service Company a one-time fee of $150 for each open indemnity file. Ongoing Fees: For all Claims, Statistical and Accounting Services outlined herein, Employer agrees to pay Service Company annual fees of $12,500, billed quarterly in advance, for the first 50 claims, $240 per claim thereafter. '., B. Loss Control Services: For Loss Control Services as defined herein, as requested, · Employer agrees to pay Service Company $80 per hour for on-site consulting. C. Employer agrees to pay Service Company fifteen percent (15%) of medical fee reduction savings and thirty percent (30%) of PPO-related savings billed to the respective claim files. D. All legal and allocated claims service expenses which are incurred in the litigation of any claim will be paid by the Employer. E. Ali costs of printing necessary forms and checks, archive claim storage and retrieval fees and all costs for First Ald/CPR training materials or materials used in developing audio-visual trairdng programs, including associated shipping and handling and other incidental and special costs incurred in the provision of Loss Control Serv/ces will be paid by Employer. F. A service charge of 1% per month (12% per annum), will be applied on all outstanding invoices 30 days after date of invoice. 12q WITNESS WI~..REOF, the parties have caused this Amendatory Endorsement to be executed by the persons authorized to act in their respective names. Signed this __ of , 1996. Johnston & Culberson, In By~~'---fftl~-~ Executive Vice President City of Bremerton By: Title: ,.,OHNSTON CULBERSON AMENDATORY ENDORSEMENT City of Bremerton Tlxis Amendatory Endorsement, which shall become effective, March 1, 1997, and continue througtx August 31, 1997, is entered into by Johnston & Culberson, Inc., hereina~er called "Service Company" and City of Bremerton, heremat~er called "Employer". IT IS AGREED THAT: Item 4 of the March l, 1996, Service Agreement is changed to reflect the following new fee: 4. SERVICE FEE: Employer agrees to pay fees defined in A, B & C below as service charge to Service Company. Those expemes in D, E & F will be borne by the Employer as necessary. A. For all C1arms, Stat/stical and Accounting Services outlined herein, Employer agrees to pay Service Company fees of $6,560, billed quarterly in advance, for the first 25 claims,. $250 per cla~n thereafter. B. Loss Control Services: For Loss Control Services as defined herein, as requested, Employer agrees to pay Service Company $80 per hour for on-site consulting. C. Employer agrees to pay Service Company fifteen percent (15%) of medical fee reduction savings and thirty percent (30%) of PPO-related saVings billed to the respective claim files. D. All legal and allocated claims service expenses which are incurred in thc litigation of any claim will be paid by thc Employer. E. All costs of printing necessary, forms and checks, arch/ye claim storage and retrieval fees and all costs for First Aid/CPR training materials or materials uscd in developing audio- visual training programs, inclu,qing associated skipping and handling and other incidental and special costs incurred in the provision of Loss Control Services will be paid by Employer. F. A serv/ce charge of i% per monm (12 zo per mmmm), w-m be applied on all outstanding invpiees 30 days after date of invoice. - IN WITNESS WHEREOF, the parties have caused this Amendatory Endorsement to be executed by the persons authorized to act in their respective names. - $, Signedthi~ '~¢ of~ 1997. Johnston & Culbers~)~nc. Fred R. Culberson City of Bremerton By: Q~ ~. ~ Title: JOHNSTON [] CULBERSON AMENDATORY ENDORSEMENT City. of Bremerton This Amendato~' Endorsement. which shall become effective. September 1. 1997. and continue through Sanu~.' 31. 1999. is entered into by Johnston & Culberson, Inc.. heminat~er called "Service Company" and City of Bremerton. hereinat~er called "Employer". IT IS AGREED TI~-kT: Item 4, of the March 1. 1996. Service Agreement is changed to reflect the following new tie: 4. SERVICE FEE: Employer agrees to pay fees defined in A. B & C below as service charge to Service Company. Those expenses in D. E & F will be borne by the Employer as necessaxy. A. For all Claims. Statistical and Accounting Services outlined herein, Employer agrees to pay Service Company fees of $13,650. billed quarterly in advance, for the first 50 claims. $260 per claim thereafter. B. Loss Control Services: For Loss Control Services as defined herein, as requested. Employer agrees to pay Service Company $85 per hour for on-site consulting. C. Employer/~rees to pa.~.e,~ice Compan,;/~fleen percen,~4q/5 %) of mfidfcal fee redu~ion saying, s/and thirty percent (~0%) of P,~O-related savi~g~ billed to t3rt5 respective cl~m files( " ~ / D. Ail legal and allocated claims service expenses which are incurred in the litigation of any claim will be paid by the Employer. E. All costs of printing necessary forms, archive claim storage and retrieval fees and all costs for First Aid/CPR training materials or materials used in developing andio-visual training programs, including associated shipping and handling and other inc.idental and special costs incurred in the provision of Loss Control Services will be paid by Employer. F. ' A service charge of 1% per month (12% per annum), will be applied on all outstanding invoices 30 days afl:er date of invoice. --. IN WITNESS WHEREOF, the parties have caused this AmendatoD- Endorsement to be executed by the persons authorized to act in their respective names. Signed this (3.D5 of .[~q~c,4"~ . 1997. By~-~-.-.-.-.-.-.-.-.~ e ..... ~ Title: E~Vice President Fred R. Culberson City of Bremerton By: !~J ~,~ Title: ~.~, .... AMENDATORY ENDORSEMENT City of Bremerton This Amendatory Endorsement, which shall become effective, February 1, 1999, and continue through January 31, 2000, is entered into by Johnston & Culberson, Inc., hereina~er called "Service Company" and City of Bremerton, hereina~er called "Employer". IT IS AGREED THAT: Item 4 of the March 1, 1996, Service Agreement is changed to refiect the following new fee: 4. SERVICE FEE: Employer agrees to pay fees defined in A & B below as service charge to Service Company. Those expenses in C, D & E will be borne by the Employer as necessary. A. For ail Claims, Statistical and Accounting Servic/~outlined herein, EmplOyer agrees to pay Service Company fees of $14,30~ billed quarterly in advance, for' the first 50 claims, $272 per claim thereafter. B. Loss Control Services: For Loss Control Services as defined herein, as requested, Employer agrees to pay Service Company $85 per hour for on-site consulting. C. All legal and allocated claims service expenses which are incurred in the litigation of any claim will be paid by the Employer. D. All costs of printing necessary forms, archive claim storage and retrieval fees and all costs for First Aid/CPR training materials or materials used in developing audio-visual training programs, including associated shipping and handling and other incidental and special costs incurred in the provision of Loss Control Services will be paid by Employer. E. A service charge of 1% per month (12% per annum), will be applied on all outstanding invoices 30 days after date of invoice. IN WITNESS WHEREOF, the parties have caused this Amendatory Endorsement-to be executed by the persons authorized to act in their respective names. Signed this ~:g of~2.~~ 1999. Johnston & Culberson, Inc..~.--~ B~ ~itle:~'Executive Vice President City of Bremerton n, 'LBERSON JOH, iS iON [] AMENDATORY ENDORSEMENT City of Bremerton This Amendatory Endorsement, which shall become effective, February 1, 2000, and continue through lanuary 3 I, 2001, is entered into by Johnston & Culberson, Inc., hereinafter called "Service Company" and City of Bremerton, hereinafter called "Employer". IT IS AGREED THAT: Item 4 of the March 1, 1996, Service Agreement is changed to reflect the following new fee: 4. SERVICE FEE: Employer agrees to pay fees defined in A & B below as service charge to Service Company. Those expenses in C, D & E will be borne by the Employer as necessal~. A. For all Claims, Statistical and Accounting Services outlined herein, Employer agrees to pay Service Company annual fees of $14,900, billed quarterly in advance, for the first 50 claims, $286 per claim thereafter. B. Loss Control Services: For Loss Control Services as defined herein, as requested, Employer agrees to pay Service Company $85 per hour for on-site consulting. C. All legal and allocated claims service expenses, which are incurred in the litigation of any claim, will be paid by the Employer. D. All costs of printing necessary forms, archive claim storage and retrieval fees and all costs for First Aid/CPR training materials or materials used in developing audio-visual training pro,'ams, including associated shipping and handling and other incidental and special costS incurred in the provision of Loss Control Services will be paid by Employer. E. A service charge of 1% per month (12% per annum), will be applied on all outstanding invoices 30 days after date of invoice. IN WITNESS WHEREOF, the parties have caused this Amendatory Endorsement to be executed by the persons authorized to act in their respective names. Signed this ~ of~ 1999. Johnston & Culberson, Inc. Fred R. Culberson City of Bremerton By: q~-~ ~. ~'~ ~-~ Title: / JO½ iSTON [] SULBBRSON SERVICE AGREEMENT THIS AGREEMENT, made and entered into March 1, 1996, between Johnston & Culberson, Inc., a Delaware corporation, hereinafter called "Service Company" and City of Bremerton, hereinafter called "Employer". WITNESS THAT: WWEREAS, Service Company is in the business of providing advice and administrative assistance as an independem comractor to Washington Self-Insured Employers subject to Workers' Compensation Law as defined, and WII'EREAS, Employer desires to employ Service Company as the claims administrator for its self- insured workers' compensation claims. THEREFORE, in consideration of the promises, covenants and obligations of the parties hereinafter set forth, it is agreed as follows: 1. DEFINITIONS: For purposes of this Agreement, the terms herein are understood and agreed to be defined as follows: A. "Workers' Compensation Laws": With respect to the State of Washington shall include Title 51 of the Industrial Insurance Laws of the State of Washington. B. "Premium" is the workers' compensation premium required by the Workers' Compensation Laws which Employer otherwise would be required to pay of it were not a Self-Insured employer; such premiums are based on the Washington payroll hours of Employer and are determined by the rules, rates and experience modification provisions of the Workers' Compensation Laws. Until sufficient information is available to compute an experience modification factor, manual rates will be utilized. C. "Paid Claims Losses" are defined as all payments by Employer to workers for compensation, medical services, drugs, prosthetic devices, rehabilitation, transportation and any and all other benefits and payments required under said Workers' Compensation Laws. D. "Unallocated Claims Services" are defined as all normal administrative, investigative and adjustment services relating to a specific accident or occupational disease, including but not limited to: supervision of and timely issuance of checks for workers' compensation claims and mandatory vocational rehabilitation obligations to workers under the Workers' Compensation Laws as they become due and prior to delinquency; maintenance of all records required by the Workers' Compensation Laws or any agency charged with their enforcement, including records of all claims, statistical services, as defined in 1F below; documentation of all payment requests for workers and vendor; 1 periodic calculation of Employer's premium as defined in 1 B; preparation and filing on or before the applicable due date of all reports, statements or other documents required under the Workers' Compensation Laws; coordination with Washington Department of Labor & Industries as required; representation of Employer at all Hearings before the Board of Industrial Insurance Appeals and the Department of Labor & Industries of the State of Washington, where, in the opinion of Service Company, an attorney is not required; consultation with and concurrence fi'om Employer before appointing legal counsel, when required; supervision and management of mandatory vocational rehabilitation for qualified injured workers of Employer; assistance in the selection of and subsequent supervision of outside parties classified under Allocated Claims Services and costs thereof, as defined in 1E below. All such activities shall be carried out pursuant to the terms of this ,agreement by salaried employees of Service Company. E. "Allocated Claims Service" costs axe defined as the costs relating to specific accidents or occupational disease which costs are not related to Unallocated Claims Services as defined in 1D of this Agreement. Allocated Claims Services costs include, but are not limited to: court costs, court depositions, transcripts, subpoena costs, costs and materials for expert witnesses involving medical, legal or chemical questions, outside attorney fees, private investigation fees, vocational rehabilitation fees for qualified injured employees of Employer and any similar costs or expenses properly chargeable to the defense of a particular claim or to the protection of the subrogation rights of Employer not otherwise provided for under 1D of this Agreement. Allocated Claims Service costs are paid out of Employer's workers' compensation checking account with prior approval of Employer. F. "Statistical Services" are defined as the five (5) following reports to be produced by Service Company and distributed on a regular and timely basis to Employer. (1) Monthly Loss Analysis (2) Monthly Loss Summary (3) Weekly Check List (4) Monthly Check Register (5) Annual Financial Report Additional reports may be furnished by Service Company upon request of Employer, at fees agreed upon by both parties. 2. SERVICE COMPANY OBLIGATIONS: Service Company agrees to provide the following services to or on behalf of Employer. A. Unallocated Claims Services as defined in ID above, B. Statistical Services as defined in 1F above; 2 C. Loss Control Services and Training Programs as provided and set forth in the written proposal which include but are not limited to the following: (1) Advice and consultation on a regular basis, including safety inspections, safety committee involvement, supervisory training, noise level surveys, industrial hygiene testing, and recommendations on use of personal protective equipment. (2) Providing information relating to specific safety topics as appropriate. (3) Loss Control Audits (4) Assistance in implementing Employer Loss Control Programs Neither the right to provide these services and recommendations, nor the providing thereof nor any report thereon, shall constitute a representation by Service Company that such work places, operations and machinery are safe. D. Sendce Company shall use due care and reasonable diligence in the exercise of its powers and the performance of its duties under this Agreement. Service Company agrees to indemnify and hold harmless Employer and its directors, officers and employees against any and all losses, claims, lawsuits, settlements, judgment costs, penalties and expenses, including attorney's fees resulting or arising out of the negligent, dishonest, fl'audulent or criminal acts of Service Company in carrying out its duties under this Agreement. { . Service Company shall provide the Employer with on-going proof that it maintains ~-~ current Professional Liability insurance coverage with minimum limits of $1,000,000. 3. EMPLOYER OBLIGATIONS: Employer agrees that it will: A. Forward promptly to Service Company all reports of industrial or occupational diseases and workers' notices, complaints and correspondence relating to such claims. B. Cooperate with Service Company in regard to the administration of Claims and Loss Control Programs. C. Provide Service Company with appropriate payroll, financial and organizational information necessary for the completion ofrequked State reports. D. Provide Service Company with sufficient data input for coding of administration units, locations and departments, for monthly Loss Analysis and Loss Summaries. E. Establish a checking account for Workers' Compensation expenditures and fund as necessary to insure sufficient amounts are present to pay all checks. F. Provide Service Company, on a timely basis, all pertinent Excess Insurance reporting requkements and/or reporting modifications for all annual periods for which claims administration services are provided. 3 G. Employer agrees during the term of this Agreement and for a period of one (1) year following its termination, it will not employ any person employed by Service Company during the terms of this Agreement without the prior written consent of Service Company. H. Indemnify and hold harmless Service Company and its directors, officers and employees against any and all claims, losses, settlements, judgment costs, penalties and expenses, including attorney's fees, resulting fi.om or arising out of any functions of Service Company under this Agreement, or a claim for benefits under the applicable workers' compensation law, unless it is determined that liability therefore was the consequence of negligent, dishonest, fraudulent or criminal acts of Service Company or any of its directors, officers or employees. 4. SERVICE FEES: A. Takeover Fee: For the assumption and future management of ail claims incurred prior to the March 1, 1996, takeover date, Employer agrees to pay Service company a one-time fee of $150 for each open indemnity file. Ongoing Fees: For all Claims, Statistical and Accounting Services outlined herein, Employer agrees to pay Service Company annual fees of $12,500, billed quarterly in advance, for the first 50 claims, $240 per claim thereafter. B. Loss Control Services: For Loss Control Services as defined herein, as requested, · Employer agrees to pay Service Company $80 per hour for on-site consulting. C All Allocated Claims Services expenses which are incurred in the litigation of any claim will be paid by Employer. D All costs of printing necessary forms and checks, archive claim storage and retrieval fees. and all costs for Fkst Aid/CPR training materials or materials used in developing audio/visual training programs, including associated shipping and handling and other incidental and special costs incurred in the provision of Loss Control Services will be paid by Employer. D. A service charge of 1% per month (12% per annum) will be applied to all outstanding invoices thirty (30) days after date of invoice. 4 5. TERMINATION PROVISIONS: A. Either party may terminate this Agreement for any reason upon sixty (60) days written notice to the other party. B. Upon termination of' service by written notice, a final accounting will be made of the fees payable to Service Company and any funds belonging to Employer in possession of Service Company, and any balance due either party will be promptly paid by the debtor party. C. Upon termination by Employer and as soon as reasonably practical, Service Company will turn over all claims files and ancillary work products on those claims to Employer or its designated representative. At a cost to be negotiated at the time of termination, Service Company may confmue to administer existing claims at the request of Employer. 6. CONFIDENTIALITY: It is understood and agreed that all statistical, financial and personnel data relating to Employer or any of its employees provided to Service Company by Employer, or any employee thereof, pursuant to this Agreement is confidential, and Service Company and its employees shall keep such information in the strictest confidence except to the extent necessary to perform the services to be rendered hereunder. 7. ASSIGNMENT: Neither this Agreement, nor any part thereof, shall be assignable by Service Company, whether by operation of law or otherwise, without the prior written consent of Employer. Any attempted assignment without such prior written consent shall be null and void. 8. GOVERNENG LAW: This Agreement shall be construed under and governed by the laws of the State of Washington. 9. ENTIRE AGREEMENT: This entire Agreement between the parties is set forth herein. This Agreement supersedes and invalidates all previous agreements, both written and oral. It may not be amended orally and neither party shall be bound by any modification unless made in writing and signed by an authorized representative o£the parties. No term or condition of this Agreement shall be deemed to have been waived nor shall there be an estoppel to enforce any provisions of this Agreement, except by a statement in writing signed by the party against whom enforcement of the waiver or estoppel is sought. 5 IN WITNESS WI~EREOF, the parties have caused this Agreement to be executed by the persons authorized to act in their respective names. Signedthis ~ dayof '~c_~ ,1996. ,IOIINSTON & CULBERSON, INC. Y~,~IzZ:I~___/~:~ Tale: ExecuUve Vice President CITY OF BREMERTON 6