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HomeMy WebLinkAboutResolution - 3199 - Agreement - Crawford & Company - Claims Adjusting Services - 09_14_1989Resolution # 31,99 September 14, 1989 Item #27 DGV:dw eccni iirrnni BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock an Agreement for Claims Adjusting Services by and between the City of Lubbock and Crawford & Company, attached herewith, which shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as if fully copied herein in detail. Passed by the City Council this 14th day of September 1989. c B. C. McMIN , MAYOR qTTT: to Boyd, City Secre ary 'APPROVED AS TO CONTENT: Robert Massengale, Asodistant City Manager for Financial Services APPROVED AS TO FORM: Donald G. Vandiver, First Assistant City Attorney self-insurance retention(s), either specific or annual aggregate, has/have been exceeded, the "Servicing Company" will be considered to have earned its fe(-(s) as set forth under this contract. GENERAL AGREEMENTS I. THE "SERVICING, COMPANY" AGREES: A. To review all claim and/or loss reports with claim and/or loss dates incurred during the term of this contract for all accident/occurrence lines of exposure or claims and/or losses made during the term of this contract for all claims made lines of exposure, involving the hereinabove stated exposures to the "CIi.ent." B. To investigate, with reasonable diligence, all reported claims and/or losses as defined in Section Z.A., above. C. To investigate, adjust, settle or resist all such losses and/or claims as defined in Section I.A., within the discretionary settlement authority limit of the "Servicing Company." D. To investigate, adjust, settle or resist all such losses and/or claims as defined in Section 1.A., in excess of the discretionary settlement authority limit of the "Servicing Company" with Specific prior approval. of the "Client." E. To furnish all claim forms necessary for proper claims administration. F. To establish claim and/or loss files for each reported claim and/or. loss. (Claim and/or loss files are subject to review by the "Client" at any reasonable time, without prior notice.) G. That the records, reports and other information created, gathered, or maintained by "Servicing Company" in discharging its obligations to City under this agreement may well be considered public records and accordingly such public records may not be destroyed (V.A.P.C. Sec. 37.10). "Servicing Company" agrees to care for and return all of its records maintained by it in the discharge of this contract to City for proper storage. The policy described in Exhibit "A" shall be followed by "Servicing Company" as to when a record, report or other information shall be returned to City. H. To furnish the "Client" with monthly Loss Run, monthly Loss Fund Activity and quarterly Loss Cause Analysis claim statistical information from the "Servicing Company's" SISDAT Department. The "Client" shall designate the breaks for the total and subtotals for each division, region, etc. In the event the "Client" desires a statistical report of its own design, or additional reports from SISDAT, a separate quotation for the additional cost will be submitted to the "Client" for approval. The statistical information will be furnished to the "Client" either as hard copy or microfiche. -3- #01277 - 7/10/89 STANDARD FEE SCHEDULE Unless otherwise set forth in this Agreement, RSG`s compensation shall be based on the following: Consultant Hourly Billing Rates: President Executive Staff Director of Technical Operations Senior Project Leaders Project Leaders Senior Consultants Consultants Administrative Expenses Billed at Cost: $190 165 110 95 90 85 75 40 Communications and postage, travel, reproduction and printing. Risk Sciences Group, Inc, makes actual monthly billing as time and expenses are incurred. -15- CRAWFORD & COMPANY Resolution #3199 September 14, 1989 Item #27 .v CLAIM SERVICE CONTRACT CONTRACT NO. 3628 PREPARED SEPTEMBER 5, 1989 CLIENT CODE NO. 01277 THIS AGREEMENT, made and entered into effective this fourteenth day of July, 1989, between CRAWFORD & COMPANY, a corporation of the State of Georgia, hereinafter referred to as the "Servicing Company," and CITY OF LUBBOCK, a governmental entity of the State of Texas, hereinafter referred to as "Client." WITNESSETH THAT WHEREAS, the "Servicing Company" operates a business known as CRAWFORD &. COMPANY, Claims Adjusters, and WHEREAS, the "Client" desires to employ the "Servicing Company" as its Claims Adjusters, to service its claims for its self -insured exposures as stated in Paragraph (3) hereunder, up to its self -insured retention. NOW THEREFORE, the "Servicing Company" and the "Client" mutually agree as follows: (1) The general agreements pages, to which this is attached, are made a part hereof as though fully repeated and set out herein. (2) This contract covers Claim Service for the "Client" in the U.S.A. (3) The "Client" shall pay the "Servicing Company" fees as follows: 243 State Workers Compensation Medical Only claims @ $55.75 per claimant = $ 13,547.25 80 State Workers Compensation Other Than Medical Only claims @ $ 344.25 per claimant = $ 27,540.00 51 Automobile Liability claims @ $191.25 per claimant = $ 9,753.75 214 General Liability claims @ $191.25 per claimant = $ 40,927.50 20 Pre -hearings @ $115.00 per hearing = L1,3QO.00 $94,068.50 The "Client" agrees to pay the "Servicing Company" at the rate of one -twelfth (1/12) of $94,068.50 per month ($7,839.04). At -the first of each monthly period during the term of this contract, monthly billings in said amount will be submitted to the "Client" by the "Servicing Company" and such billings will be paid by the "Client" to the "Servicing Company" within forty-five (45) days of such billing. Twelve months after the contract term, there shall be a final accounting as to the actual number of claimants handled by the "Servicing Company" and the "Servicing Company" will be entitled to compensation at the above flat rates for each claimant in excess of the above numbers. Likewise, the "Client" shall be entitled -1- #01277 - 7/10/89 to a refund on the same basis if the number of claimants does not reach the above projections. If the final accounting results in a refund due the "Client," the "Servicing Company" will make such refund within ninety (90) days of the "Client's" written request for such refund. If the final accounting results in the "Client" owing the "Servicing Company" additional sums, the "Client" will pay the "Servicing Company" within ninety (90) days from the date of the "Servicing Company's" billing for such additional sums. Any single accident or occurrence resulting .in ten or more declared or potential claimants shall be treated as a catastrophe. Such catastrophe cases shall be handled on a Time and Expense basis by the "Servicing Company" at its then prevailing hourly rate and expense method of billing. Contractual Liability claims, Personal Injury Liability claims, Employer's Liability claims, Occupational Disease claims, and subrogation investigation shall be handled on a Time and Expense basis by the "Servicing Company" at its then prevailing hourly rate and expense method of. billing. All claim services in Puerto Rico and the Virgin Islands shall be provided by the "Servicing Company" on a Time and Expense basis at its then prevailing hourly rate and expense method of billing. Billings for time and expense claims will be submitted to the "Client" by the "Servicing Company" when such claims are concluded, or if any such claims have not been concluded and have accumulated billing amounts of Two Hundred Dollars ($200) or more, the "Servicing Company" will submit interim time and expense billings to the "Client" within six (6) months from the date of assignment of such claims to the "Servicing Company." Subsequent interim billings will be submitted thereafter only when any such claim has accumulated a billing amount of Two Hundred Dollars ($200) or more. Claims so interim billed shall continue to be handled by the "Servicing Company" after interim billing on a time and expense basis at the "Servicing Company's" then prevailing hourly rate and expense method of billing. Such time and expense billings submitted to the "Client" by the "Servicing Company" will be paid by the "Client" to the "Servicing Company" within thirty (30) days of billing. For all. Time and Expense lines of coverage, SISDAT shall be charged on the basis of $15 per claimant which shall be reconciled by the "Servicing Company" in the same manner ns stated above. In addition to the compensation of the "Servicing Company" set forth herein, any taxes, except taxes on income, which the "Servicing Company" may be required to pay or col.l.ect or which may be incurred by or assessed against the "Servicing Company," under any existing or future law, in any way relating to the sale, delivery, rendering or provision of services to the "Client" pursuant to this contract, including but not limited to any Canadian (Federal, Provincial, territorial or local) or any domestic (Federal, State or local) sales, use, personal property, ad valorem or other tax shall be for the account of the "Client." The "Servicing Company" shall bi..11 the "Client" and the "Client" shall promptly pay the "Servicing Company" all such taxes in accordance with the provisions of the applicable law and regulations concerning collection of such taxes and the "Servicing Company" shall remit such taxes -to the appropriate taxing authority. The fees of the "Servicing Company" apply only to claims handling within the "Client's" self-insurance retention. Once the "Client's" -2- #01277 - 7/10/89 self-insurance retention(s), either specific or annual aggregate, has/have been exceeded, the "Servicing Company" will be considered to have earned its fee(s) as set forth under this contract. GENERAL AGREEMENTS I. THE "SERVICING COMPANY" AGREES: A. To review all claim and/or loss reports with claim and/or loss dates incurred during the term of this contract for all accident/occurrence lines of exposure or claims and/or losses made during the term of this contract for all claims made lines of exposure, involving the hereinabove stated exposures to the "Client." B. To investigate, with reasonable diligence, all reported claims and/or losses as defined in Section I.A., above. C. To investigate, adjust, settle or resist all such losses and/or claims as defined in Section I.A., within the discretionary settlement authority limit of the "Servicing Company." D. To investigate, adjust, settle or resist all such losses and/or claims as defined in Section I.A., in excess of the discretionary settlement authority limit of the "Servicing Company" with specific prior approval. of the "Client." E. To furnish all claim forms necessary for proper claims Administration. F. To establish claim and/or loss files for each reported claim and/or loss. (Claim and/or loss files are subject to review by the "Client" at any reasonable time, without prior notice.) G. That the records, reports and other information created, gathered, or maintained by "Servicing Company" in discharging its obligations to City under this agreement may well be considered public records and accordingly such public records may not be destroyed (V.A.P.C. Sec. 37.10). "Servicing Company" agrees to care for and return all of its records maintained by it in the discharge of this contract to City for proper storage. The policy described in Exhibit "A" shall be followed by "Servicing Company" as to when a record, report or other information shall be returned to City. H. To furnish the "Client" with monthly Loss Run, monthly Loss Fund Activity and quarterly Loss Cause Analysis claim statistical information from the "Servicing Company's" SISDAT Department. The "Client" shall designate the breaks for the total and subtotals for each division, region, etc. In the event the "Client" desires a statistical report of its own design, or additional reports from SISDAT, a separate quotation for the additional cost will be submitted to the "Client" for approval. The statistical information will be furnished to the "Client" either as hard copy or microfiche. -3- #01277 - 7/10/89 I. To maintain adequate General Liability, Automobile Liability, Workers Compensation, Fidelity Bond, and Errors and Omissions insurance coverage. J. To establish an account (regular demand deposit account or minimum balance controlled disbursement account), hereinafter referred to as the "Loss Fund Account," with a bank in Atlanta, Georgia of the choice of the "Servicing Company" for the purpose of paying claims and/or losses and associated allocated loss expense and to maintain and perform monthly reconciliations of that account. The cost of any bank charges shall be paid by the "Client." K. To indemnify, defend, and hold harmless the "Client" with respect to any claims asserted as a result of any errors, omissions, torts, intentional torts or other negligence on the part of the "Servicing Company" and/or its employees unless the complained of actions of the "Servicing Company" were taken at the specific direction of the "Client." L. To report directly to the "Client" and to have no responsibility for reporting to or placing any specific excess insurer(s) or annual aggregate excess insurer(s) on notice of any claim(s) that is/are or may be required to be reported or notice given to such excess insurer(s) under any such excess insurance policies available to the "Client." The "Servicing Company" will continue to handle claims once the "Client's" self-insurance retention, either specific or annual aggregate, has been exceeded if mutually agreed to by the "Client" and excess insurer(s), if there is no controversy as to coverage, liability, and damages between the "Client" and its excess insurer(s). Such further claims handling will be provided by the "Servicing Company" at time and expense based upon its then prevailing hourly rate and expense method of billing with the excess insurer(s) being responsible for supervision of the "Servicing Company" and payment of the "Servicing Company's" time and expense service hills. M. That its wholly owned subsidiary, Risk Sciences Group, Inc., will provide the services set forth in Exhibit B, attached hereto and made a part hereof, for the consideration and in accordance with the terms and conditions of the agreement therein set forth. II. THE "CLTENT" AGREES: A. To make funds available that the "Servicing Company" may draw from at any time and from time to time for claim and/or loss payments and for associated allocated expense within the discretionary settlement authority limit of the "Servicing Company" and for claim and/or loss payments in excess of the discretionary settlement authority limit of the "Servicing Company." (1) On or before the effective date of this contract, the "Client" will provide an initial imprest deposit to the "Servicing Company" in an amount equivalent to five -4- #01277 - 7/10/89 (5) banking days of average anticipated claim and/or loss and associated allocated expense payments or ten thousand dollars ($10,000), whichever is greater, to be maintained by the "Servicing Company" as a loss fund deposit, hereinafter referred to as the "Deposit," for payment of claims and/or losses and associated allocated expense from the "Servicing Company's" "Loss Fund Account." (2) Reimbursement to the "Loss Fund Account" will be made by a daily direct debit executed by the "Servicing Company's" bank against the "Client's" designated bank account for deposit into the "Loss Fund Account" at the "Servicing Company's" bank. The amount of the daily direct debit will be limited to the amount computed by the "Servicing Company" who will instruct its bank as to the appropriate amount. The amount of the daily direct debit will be determined by the "Servicing Company" computing the average claim and/or loss and associated allocated expense payments made daily for the "Client." Each day the same average amount will be deposited into the "Servicing Company's" "Loss Fund Account" via a direct debit drawn against the "Client's" designated bank account. At the end of each month, beginning with the end of the first month from the effective date of this contract, the "Servicing Company" will compare the total deposits to the "Loss Fund Account," including all direct debits resulting from the average daily budgeted amount and any amount as specified in Section II.A.(4) below, made during the month to the "Servicing Company's" "Loss Fund Account" to the actual claim payment account detailed in the SISDAT Monthly Loss Fund Activity and Loss Run Reports and an adjustment direct debit will be made, so the monthly deposits are equal to the totals shown on such SISDAT reports which post payments based on checks issued. (3) The "Servicing Company" will conduct a quarterly analysis of the adequacy of the "Deposit" in the "Servicing Company's" "Loss Fund Account" based upon the most current three (3) months of "Loss Fund Account" activity. If the analysis determines that the current average "Loss Fund ,Account" activity exceeds the then existing "Deposit," then the "Servicing Company" will authorize its bank to initiate an adjustment direct debit in the amount necessary to bring the "Deposit" to the level stipulated in Section 1I.A.(1), above. The "Servicing Company" will adjust the average daily direct debit to the revised average daily amount in accordance with Section II.A.(2) above. (4) The "Servicing Company" will notify the "Client," via telephone, whenever any single claim and/or loss payment or associated allocated expense payment is made for twenty-five thousand dollars ($25,000) or more, and these amounts will be included in the direct debit along with the daily budgeted amount. The "Servicing Company" will not consider such amounts in arriving at the daily budgeted direct debits and will not consider such amounts -5- #01277 - 7/10/89 in computing the necessary "Deposit" required of the "Client" as set forth in Section II.A. M above. (5) An appropriate letter, hereinafter referred to as the "Letter of Authority," will be provided, within fifteen (15) days from the effective date of this contract, to the "Servicing Company's" bank authorizing the "Servicing Company's" bank to initiate the necessary daily direct debits against the "Client's" designated bank account for deposit to the "Loss Fund Account" at the "Servicing Company's" bank. In addition, the "Servicing Company" will be furnished by the "Client" with such account documentation with respect to the "Loss Fund Account" that may be required by the "Servicing Company's" bank and the "Servicing Company" respectively. (6) The "Servicing Company" shall be and hereby is indemnified by the "Client" from and against any and all losses, damages, suits, actions, proceedings, and expenses, including, without limitation, all attorneys' fees, incurred or suffered by the "Servicing Company' in connection with (i) the "Loss Fund Account" established by the "Servicing Company' at the "Servicing Company's" bank for the benefit of the "Client;" or (ii) any drafts, checks, items, overdrafts or other charges to, on, or related in any way to the "Loss Fund Account" established by the "Servicing Company" at the "Servicing Company's" bank for the benefit of the "Client." This provision shall not include losses, damages, suits, actions, proceedings and expenses resulting from any negligent, tortious, fraudulent, or dishonest actions by the "Servicing Company," its officers, agents or employees. (7) The "Servicing Company" may draw and authorize checks, drafts, and other items on the "Loss Fund Account" only if the "Servicing Company" determines that it has sufficient funds in the "Loss Fund Account" to cover such checks, drafts, and other items. (8) The "Servicing Company" may terminate the "Loss Fund Account" at any time, in its sole discretion, with or without cause. (9) As security for the due and punctual payment and performance of all indebtedness and obligations of the "Client" to the "Servicing Company," whether now existing or hereafter arising, however evidenced, whether direct or indirect, absolute or contingent, individually or jointly with any other person, and including, without limitation, all indebtedness, payments, reimbursement of funds, and other moneys owed by the "Client" to the "Servicing Company' pursuant to this contract (the "Secured Obligations"), the "Client" hereby pledges, assigns, transfers, sets over, conveys and delivers to the "Servicing Company," and hereby grants to the "Servicing Company," a security interest in all right, title and interest of the "Client" in and to the moneys from time to -6- #01277 - 7/10/89 time on deposit in the "Loss Fund Account" including, without limitation, the "Deposit" (the "Funds"). The "Client" acknowledges and agrees that, so long as this contract remains in force and effect, the "Funds" shall constitute cash collateral as that term is defined by Section 363(a) of the Bankruptcy Code, 11 U.S.C. Section 363(a). The "Client" further acknowledges and agrees that the foregoing security interest is perfected in favor of the "Servicing Company" by the "Servicing Company's" control over the accounts into which the "Funds" are deposited and, in the alternative, by possession of the "Funds" by the "Servicing Company's" bank where the "Loss Fund Account" is established, who, for purposes of the security interest, shall be and is hereby deemed to be the Bailee of the "Servicing Company" within the meaning of Section 9-305 of the Uniform Commercial Code. The "Client" hereby authorizes the "Servicing Company" at any time, and regardless of whether there exists or is continuing an event of default under this contract, to apply and setoff without notice any indebtedness due or to become due to the "Servicing Company" from the "Client," including, without limitation, the "Funds," against and in satisfaction of any of the "Secured Obligations" of the "Client" secured hereby, regardless of the nature of such obligations or the time they arise. (10) The "Client" also agrees to provide the "Servicing Company," within fifteen (15) days from the effective date of this contract, with financial security in the form of a "Loss Fund Escrow Account," which account shall be maintained with the "Client's" depository bank, and which account shall at all times be available to the "Servicing Company' to ensure that (i) the "Loss Fund Account" is at all times funded in the amounts necessary to enable the "Servicing Company" to pay claims and/or losses and associated allocated expenses as set forth in this contract, and (ii) service fees are paid as set forth in this contract. Such financial security shall be equal in amount to two (2) months' anticipated payments of claims and/or losses and associated allocated expenses, or fifty thousand dollars ($50,000), whichever is greater. The "Servicing Company" will conduct a quarterly analysis of the "Loss Fund Account" activity based upon the three (3) •most current months of "Loss Fund Account" activity. If the analysis determines that the "Loss Fund Account" activity warrants an increase in the required financial security hereunder, the "Servicing Company" will notify the "Client" of the required increase and the "Client" will provide such increase to the "Servicing Company" within thirty (30) days of such notice. (11) The "Servicing Company" will issue checks from the "Loss Fund Account" for amounts in excess of the "Client's" annual aggregate self-insurance retention unless the "Client" specifically instructs the "Servicing Company' to the contrary so long as the "Loss Fund Account" balance is adequate to accommodate such amounts or necessary -7- #01277 - 7/10/89 additional deposits are made by the "Client" to the "Loss Fund Account" to adequately accommodate such amounts. The "Servicing Company" will not intentionally issue a check from the "Loss Fund Account" in payment of any amount in excess of the "Client's" specific per claimant or per occurrence self-insurance retention, as identified by the "Client" to the "Servicing Company," until such time as the "Client" transfers funds for the full amount of such payment into the "Loss Fund Account." The "Servicing Company" assumes and has no responsibility or obligation to recover from any of the "Client's" excess insurer(s) any amounts represented by checks issued from the "Loss Fund Account." B. To pay to the "Servicing Company" the claim service fee as prescribed in this contract. C. To pay to the "Servicing Company," in addition to the claim service fee as prescribed in this contract, at its then prevailing hourly rate'and expense method of billing for all claims service for all claims and/or losses previously handled or attempted to be handled by any person, firm or corporation or the "Client" before being assigned to the "Servicing Company." D. To pay all allocated loss expense, as defined herein, in addition to the claim service fee to be paid to the "Servicing Company' as prescribed in this contract. E. To allow "Servicing Company" to control, handle and settle all claims following within its discretionary settlement authority. The "Servicing Company" may exercise its judgment in connection with the above described authority provided that the "Servicing Company' undertakes the following actions: (1) Keep the City fully informed as to the nature and status of said claim or claims. (2) Inform, prior to settlement, City of the settlement value of the claim or claims as determined by "Servicing Company." F. To indemnify, defend, and hold harmless the "Servicing Company" and/or its employees in the event of an adverse result or judgment when the "Servicing Company" could have settled the claim and/or loss within its discretionary settlement authority limit, if the "Servicing Company" is not guilty of error, other than error in judgment, omission, tort, intentional tort; or other negligence unless such actions were taken at the specific direction of. the "Client." G. To indemnify, defend, and hold harmless the "Servicing Company" and/or its employees in the event the "Servicing Company," acting at the specific direction of the "Client," becomes liable to any third parties. H. To indemnify, defend, and hold harmless the "Servicing Company" and/or its employees if the "Servicing Company" or any of its -8- #01277 - 7/10/89 employees are named as a defendant in ar►y action (i) where the plaintiff's cause of action involved a claim hereunder and (ii) where there are no allegations of errors, omissions, torts, intentional torts, or other negligence on the part of the "Servicing Company." III. THE "SERVICING COMPANY" AND THE "CLIENT" MUTUALLY AGREE AS FOLLOWS: A. The term of this contract is continuous from its effective date for five (5) years. However, the claim service fees shall be subject to negotiation at each twelve (12) month anniversary date. The contract can be terminated by either the "Servicing Company" or the "Client" ;with or without cause and for any reason whatsoever by sixty (60) days written prior notice. B. The "Client" shall have the option upon termination of this contract: (1) To self -handle to a conclusion all claims and/or losses and associated services pending on the date of termination of this contract, such handling not to result in any expense or reduction in contract revenue to the "Servicing Company' previously earned or incurred on said claim or claims; or (2) To have the "Servicing Company" handle and adjust to a conclusion all claims and/or losses pending on the date of termination of this contract. Sufficient funds of the "Client," including allocated claim and/or loss expense, shall remain available to the "Servicing Company' to liquidate such claims and/or losses. C. The flat rate per claimant claim service fees reflected in this contract include the provision of claim services by the "Servicing Company" for the "Client" for a period of two (2) years from the date of accident/ occurrence for all accident/occurrence lines of exposure and two (2) years from the date claim is made for all claims made lines of exposure. Any claim(s) not concluded within such time parameters shall be handled to a conclusion by the "Servicing Company" for the "Client" from that date forward on a time and expense basis at the "Servicing Company's" then prevailing hourly rate and expense method of billing. D. This contract does not include any Risk Control Services, activities, functions and/or responsibilities whatsoever and specifically excludes any Risk Control Services, activities, functions and/or responsibilities. E. Allocated Loss Expense shall mean and include all expense items such as attorneys' fees, commercial photographers' fees, experts' fees (i.e., engineers, physicians, chemists, etc.), fees for independent medical examinations, rehabilitation fees, trial/hearing attendance fees, witnesses' travel expense, extraordinary claim investigation and/or travel expense incurred by the "Servicing Company" at the request of the "Client," court -9- #01277 - 7/10/89 reporters' fees, transcript fees, the cost of obtaining public records, witness fees, auto appraisal or property appraisal fees, all outside expense items, and any other similar fee, cost or expense associated with the investigation, negotiation, settlement or defense of any claim hereunder or as required for the collection of subrogation on behalf of the "Client." F. No periodic reports or reports on the status of individual claim and/or loss files, other than as provided in Sections I.F., I.G., and I.H., are required from the "Servicing Company' unless the reserve amount on any given claim and/or loss exceeds the discretionary settlement authority limit of the "Servicing Company." If a given claim and/or loss reserve amount exceeds the discretionary settlement authority limit of the "Servicing Company," reports will be submitted by the "Servicing Company" to the "Client" as may be mutually agreed to on an individual claim and/or loss file basis. G. The "Client" shall have the right during the term of this contract or during such time after the expiration or termination of this contract as may be necessary to perform an audit upon the book of accounts, bank accounts, claim files or other records maintained by the "Servicing Company' to the extent such records reflect or concern the activities of the "Servicing Company" under this contract. In the event such audit reveals that overpayments have been made to the "Servicing Company," then in such event the "Client" shall present to the "Servicing Company" a detailed copy of said audit showing the basis of such alleged overpayment and the "Servicing Company" shall have forty-five (45) days to review said detailed audit. In the event the "Servicing Company" disputes the detailed audit presented, the parties hereto agree to meet and confer to resolve any such dispute. H. In the event that the "Servicing Company" contends that it has been underpaid by the "Client" in accordance with the terms of this contract, it shall present to the "Client" a detailed account showing the basis of such alleged underpayment and the "Client" shall have forty-five (45) days to review said detailed statement. In the event the "Client" disputes the detailed statement presented, the parties hereto agree to meet and confer to resolve any such dispute. I. Both parties agree that the services to be performed under this agreement require good, sufficient and timely communications between the "Servicing Company" and the "Client" and to this end both parties agree to give their full attention to this undertaking. J. The "Client" retains full authority to select legal defense attorneys of the "Client's" choosing. K. This contract is made and entered into in Lubbock County, Texas, and accordingly the law of the State of Texas shall govern this contract and the interpretation of same. -10- #01277 - 7/10/89 I.. Venue upon any dispute of this contract shall be in Lubbock County, Texas. IN WITNESS WHEREOF, the "Servicing Company" and the "Client" have caused this contract to be executed by the persons authorized to act in their respective names. DATED THIS 14th DAY OF September ,1989. CITY OF LUBBOCK BY: tom• Ac ` B. C. McMinn, Mayor ~ATTEST: BY: Ranette Boyd, City Secre�ry APPROVED AS TO CONTENT: BYJ Robert Massengale, Assistant City Manager for Financial Services APPROVED AS TO FORM: BY: k C John C. Ross, Jr., Cit Attorney CRAWFORD & COMPA 61 BY: TITLE: Vice President -11- #01277 - 7/10/89 EXHIBIT A FILE RETENTION AND DESTRUCTION POLICY LIABILITY FILES: Destroy two (2) years after applicable statute of limitations has expired. Exceptions• a. Suits - retain until. expiration of appellate process. Then destroy. b. Mental Incompetents - retain indefinitely. C. Infant (Minor) Claims retain until infant reaches majority plus applicable statute of limitations plus two (2) years. FIRST PARTY CLAIMS. SUBROGATION/ARBITRATION INCIDENT REPORTS AND BOND LOSSES: Destroy one (1) year after file closing. Exceptions• a. Suits - retain until expiration of appellate process. Then destroy. b. Prevailing Statute Precludes Destruction in one (1) year. WORKERS' COMPENSATION CLAIMS: Medical Only Claims Excluding Occupational Disease Claims: Destroy six (6) months after applicable statute of limitations has expired. Exceptions• a. Prevailing Statute Precludes Destruction in six (6) months. Other Than Medical Only Claims Excluding Occupational Disease Claims: Destroy one (1) year after applicable statute of limitations has expired. Exceptions: A. Formal or Informal Hearing Level Claims - retain until expiration of appellate process. Then destroy. b. Prevailing Statute Precludes Destruction in one (1) year. Occupational Disease Claims: Destroy four (4) years after applicable statute of limitations has expired. Exceptions• a. Formal or Informal Hearing Level Claims - retain until expiration of appellate process. Then destroy. b. Prevailing Statute Precludes Destruction in four (4) years. -12- #01277 - 7/10/89 EXHIBIT B AGREEMENT FOR SERVICES Risk Sciences Group, Inc. Corporate Offices 5620 Glenridge Drive, Atlanta CA 30342 The terms and conditions of this Agreement shall apply to the entire scope of transaction between RrsK Sae4c s QtOuP, INe hereinafter (RSC) and the client signing below hereafter (CLIENT). This Agreement may be supplemented from time to time by additional written terms and conditions signed by authorized representatives of RSC and CLIENT. SECTION I. • SERVICES 1.1 RSG sha llrender the services specified in the Exhibits and Schedules and such addl tlonal services undertaken by mutual agreement at then current rates of R5G. 1.2 Services shall be deemed successfully completed if RSC is not advised of errors or omissions within thirty (30) days following delivery or demonstration thereof. SEC7ION 2. FEES AND EXPENSES 2.1 CLIENT shall pay the fees and charges designated In the Exhibits and Schedules. RSC shall Issue invoices monthly for services performed during the preceding month. RSC may modify its fees and charges annually upon 90 days notice. 2.2 CLIENT shall reimburse RSG for out of pocket travel expenses, communications costs and costs of materials and supplies, actually incurred by RSG hereunder. 23 Any payments not received by RSC within thirty 00) days of invoice date shall bear interest at the lesser of 1.5% per month or the maximum lawful rate. 2.4 The fees and charges specified above are exclusive of any federai, state or local taxes, tariffs or duties. CLIENT shall reimburse RSG for any such tax, tariff or duty, excluding taxes based on the net income of RSG. SECTION3. TERM ANDTFRMINATION 3.1 The term of this Agreement shall commence on the date of execution and continue for a period of one year. This Agreement shall automatically renew for successive periods of one year, unless either party gives the other party sixty (60) days advance notice of nonrenewal. 3.2 Either party may terminate this Agreement if the other party commits a material breach and fails to cure said breach within thirty (30) days of notice thereof. 33 Either party may terminate this Agreement immediately if the other party (1) is rendered or becomes insolvent, 00 is unable to pay debts as they become due, (i i) is adjudicated a bankrupt, or files, or becomes subject to petition of any insolvency, creditors orbanJcruptcy law, or (iv) has a receiver, liquidator or trustee of substantially all its assets appointed by a court of competent jurisdiction. 3.4 Upon notice of termination from CLIENT, RSG shall complete work in progress. Upon termination, CLIENT shall return immediately to R5G all unpurchased equipment, supplies, work product and technology and CLIENT shall pay all fees and charges for services rendered and expenses incurred by RSG. SECTiON4. CLIENT RESPONSIBILITY 4.1 CLIENT shall arrange and pay for the procurement, installation, maintenance and operation at its site of all requisite and compatible equipment, communications and utilities unless otherwise set forth herein. 4.2 CLIENT is responsible for the accuracy, adequacy and compatibility of its source data, programs and procedures designed and written by CLIENTor for CLIENT by any third party, and the results obtained therefrom. Client is responsible for thecost and riskof loss of packaging and transmittal of lts programs and data to and from RSC and for creating and preserving appropriate and adequate backup files and error detection therefor. SECTIONS. RSC RESPONSIBILITIES 5.1 RSG will return to CLIENTall data of CLIENT)n possession of RSG via a standard IBM machine readable tape within sixty (60) days of termination and payment of all outstanding Invoices; ptovided, RSG may retain a copy of such data for use In aggregate statistical compilation and analysis. If CLIENT proposes an alternative form of data return agreeable to RSG, RSG will provide CLIENT with an estimate of the cost for implementing such return within thirty (30) days of receipt of the proposal of CLIENT. 5.2 RSC shall use due tare in processing work submitted by CLIENT. The exclusive remedy of the CLIENTfor any error or malfunction for which RSG Is responsible, and for any breach of warranty under Section 73, i .SG shall at its option either (I) rerun or credit the job, or (ii) recreate the data or program files uAngmachine readable data supplied by CLIENT. RSGshall only be responsible for malfunctions of RSC controlled computer systems and programs, or errors of RSG operators. SECTION 6. LIMITATION OF RICHTS TO COMPUTER SOFTWARE PROPRIETARY PROTECTION 6.1 Except as otherwise specified, nothing herein shall be deemed to grant or transfer to CLIENT any right, license or title to or concerning any computer software or documentation developed, utilized or accessed by either party under this Agreement, which shall remain the exclusive property of RSG and/or its licensors and vendors. 6Z CLIENT shall not decompile, reverse assemble or otherwise unlock any computer software developed, utilized or accessed by CLIENT hereunder. { 63 CLIENT shall hold in confidence any trade secrets (whether or not in written or tangible form) of RSG or any third party made available to CLIENT hereunder. CLIENT shall limit access to such trade secrets to its employees who have a specific need to know such trade secrets and who are under a legally binding obligation of confidentiality and 1Lmit2tion of use consistent with the terms hereof. CLIENT shall not use, occupy, transfer disclose or permit unauthorized access to such trade secrets for so long as the pertinent informa- tion remains a trade secret. For purposes hereof, a trade secret shall consist of any scientific or technical information, design, process, procedure, formula or improvement that is commercially valuable and not generally known in the industry of principal use. 6.4 For a period of five (5) years following disclosure to either party, the other party shall hold in confidence all confidential business information w Wch is unpublished, not known to the receiving party at the time of disclosure, and not independently developed, disclosed to that party and identified as confidential by the disclosing party. 63 If either party shall receive a request or demand for access to information of the other party, whether or not under authority of law, the receiving party shall immediately notify the oth s party. „� SECTION 7. WARRANMES 7.1 CLIENT warrants that it (1) is procuring services of RSG for its internal use and will not resell or allow any third party use of such services, whether for a fee or otherwise; and (il) has the right to deliver the data required hereunder to RSG for the purposes intended. 7.2 RSG warrants it has the right to offer the services to be performed and that such services do not infringe any valid US. copyright or patent. 73 RSG shall perform its services in a competent, workmanlike manner in accordance with generally accepted Industry standards. CLIENT acknowledges and agrees that consulting.servicw rendered in the area of loss forecasts, loss reserving or similar actuarial applications bear a significant potential for variation between projected and actual results. Error is often due to random fluctuation, statistical variation and other factors. CLIENT adaowledges that RSG cannot be responsible for such variations, conclusions or action based thereon. Further, CLIENT agrees that RSG cannot guarantee that all work produced will be without error or free of delay or disruption. 7.4 EXCEFTAS EXPRESSLYSETFORTH ABOVE, RSG DISCLAIMS ALL WARRANTIES, BOTH ECFRESS AND IMPUED, RELATED TO THE PRODUCI5 SUPPLIED AND SERVICES RENDERED HEREUNDER, AND THE RESULTS OBTAINED THEREBY, INCLUD- ING WITHOUT LIMITATIONS 1M[FLJED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE SECTIONS. LIMITATIONS AND INDEMNITY 8.1 Subject to Section 83 and 9.4, RSG will defend CL.IENTragainst a claim that computer software licenses by RSG hereunder and used within the scope of the license infringes a U.S. patentor copyright and RSG'wlll pay the resulting costs, damages and attorney fees finally a warded; provided the (i) CLIENT promptly notifies RSC of the cl aim, and (ii) RSG has sole control of the defense and all related settlement negotiations. . 8.2 If such a claim occurs, or In RSG's opinion Is likely to occur, CLIENT shall permit RSG at its option to either procure for CLIENT the right to continue using the computer software licensed or. to replace or modify same so that it is noninfringfng. If neither alternative is reasonably available, CLIENT agrees to return all copies of the software and related documentation to RSG. 83 RSG shall not have obligation under Section 8.1 for any claim based on (i) use of other than a current unaltered release of thelicensed software if such infringement would have been avoided by the use of such current, unaltered version, (ii) use of any licensed software with non-RSG data or materials If such infringement would have been avoided by not using such data or materials, or (ill) use of any licensed software in other than the specified operating environment if such infringement would have been avoidedby use In thespecifled operating environment. 8.4 Entire liabW ty of RSG for damages to CLIIIVT for any cause whatsoever, and regardless of the form of action, whether in contract or tort and including negligence, shall be limited to the greater of 5100,000 or the aggregate fees received by RSG hereunder during the immediately preceding twelve month period. In no event shall R5G be liable to CLIENT or any third party for incidental, special. consequential or exemplary damages, including (without limitation) lost profits, lost savings, or Impact from data loss. 8.5 CLIENT does hereby indemnify and hold RSG harmless from and against any and all claims, demands, loss, liability and expenses incurred by RSG in connection with the furnishing by CLIENT or use by RSG of any data, information or material other than data, informa lion or material furnished solely by RSG under this Agreement. SECTION 9. MISCELLANEOUS 9.1 RSG shall not be responsible for any delay or failure to perform which is due to causes beyond Its reasonable control. 9.2 This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective successors and assigns; provided, CL1ENTma y not assign this Agreement or its rights hereunder to any party without RSG's prior consen t, except to a corporation or legal entity controlled by or under the common control with CLIENT. 93 The validity, construction, enforcement and effect of the Agreement shall be governed by the laws of the State of Georgia. 9.4 All notices and consents required hereunder shall be in writing, signed by an authorized representative of the party accountable therefor. 9S This Agreement including the Exhibits hereto, constitutes the entire agreement between RSG and CLIENT and supercedes and merges all prior and contemporaneous representations, proposals and agreements, respecting the subject matter hereof. 9.6 Neither RSG nor CL1EN Tshall use the name of the other in publlcity releases or advertising without the prior consent of the other; provided, RSG is authorized to include CLIENTS nameand address as part of a lisitng of RSG clients for dis tribution to prospective clients or for reference purposes. 9.7 The Finding by a court that any provision hereof is void or unenforceable shall not be deemed to affect adversely the validity of the remaining provisions hereof. 9.8 The waiver by RSG of any breach by CLIENT shall not constitute a continuing waiver as to future or additional breaches. IN WITNESS THEREOF, the parties have caused this Agreement to be executed, each acting under due and proper authority asset forth Wow. RISK SCIENCES GROUP, INC. Signature �' �4/�i� Printed Name Date -14- Client Signature Printed Name Date STANDARD FEE SCHEDULE Unless otherwise set forth in this Agreement, RSG's compensation shall be based on the following: Consultant Hourly Billing Rates: President Executive Staff Director of Technical Operations Senior Project Leaders Project Leaders Senior Consultants Consultants Administrative Expenses Billed at Cost: 1. $190 165 110 95 90 .85 75 40 Communications and postage, travel, reproduction and printing. Risk Sciences Group, Inc. makes actual monthly billing as time and expenses are incurred. IMM EXHIBIT B. ATTACCHMENT _X': SISDAT+ for City of Lubbock Risk Management Information System Features Your SISDAT+ Risk Management Information System will be loaded and updated with SISDAT location data, SISDAT claims -data, and SISDAT payments with Crawford & Company client codes. The system will be accessible at your location via PC workstations provided by you. SISDAT location data will be loaded into the SISDAT+ Location Database monthly. SISDAT claims data will be loaded into the SISDAT+ Claims Database daily. SISDAT Payments will be loaded into the SISDAT+ Payments Database daily. Payment Detail captures individual checks issued from the loss fund and individual payment adjustments, providing a detail audit trail of claim payments and providing the ability to analyze payments by payee and by type of payment. ROLLBACK provides two simultaneous valuations of the claims database - the current valuation and one prior valuation selected by the user. LOOKUP provides on-line claims inquiry via Claim Number, Claimant Name, Location -Date, Social Security Number, and Branch -File. Refer to enclosed SISDAT+ QUICK GUIDE FOR USERS. SIGMA+ REPORTS provides menu driven reporting capability. Refer to enclosed SISDAT+ QUICK GUIDE FOR USERS. System Training and User Documentation is provided for three persons at a three day training session in Atlanta, Georgia. Account Servicing, consisting of telephone advice and counsel, is provided to assist in the successful operation of your RMIS. Additional training, consulting services, and special programming are available upon request for additional fees in accordance with FEE SCHEDULE at the end of this document. -16- SISDAT+ EDIT provides the ability to change NON -FINANCIAL SISDAT data and have changes reflected on the Crawford & Co. loss run. Implementation Schedule The system will be implemented before July 15, 1989. Implementation Fee Standard SISDAT+ System Generation $4,000 Including System Training and Documentation. Communications Software $200 $200 per PC workstation Total Implementation Fee $4,200 Annual Operations Fee Database Maintenance Monthly SISDAT Location Update Daily SISDAT Claims Update Daily SISDAT Payments Update Software Maintenance Account Servicing Computer Services SISDAT claims $100 per 1,000 SISDAT claims per month. 600 new claims per year estimated. 0 existing SISDAT claims estimated. Communication Charges $10.00 per hour. 20 hours per month estimated. Total Estimated Year 1 Annual Operations Fee -17- $9,600 $3,600 $4,Soo $1,200 $2,400 $20,600 Invoicing Procedure An invoice for the full amount of the Implementation Fee will be presented upon completion of System Training. A monthly invoice will be presented for the Monthly Operations Fees.- Database Maintenance, Software Maintenance and Account Servicing are billed at one -twelfth their annual fees. Additional professional services requested and additional expenses will be billed in accordance with the FEE SCHEDULE at the end of this document. Computer Service fees are billed at $100 per 1,000 SISDAT claim per month based upon the actual number of claims in the claims database. Communication charges.are billed at $10.00 per hour based upon actual usage. ATTACHMENT B: SISDAT+ for City of Lubbock Non SISDAT Carrier Interface GAB Claims Data Tape Load OBJECTIVE A program to update the Claims database and transaction history periodically from a loss history tape supplied by a claims administrator, carrier or other source. FEATURES' Appropriate data conversions will be made to the format of the data to conform with SIGMA+ System reporting conventions and other source data as appropriate. Translation tables of coded fields will be built to so that common coding schemes may be used (whe'7e there are multiple sources of data or user has specific coding requirements. User to establish common coding requirements. RSG will provide consultative support as required. An CUMULATIVE claim tape (in IBM EBCDIC format, 9 track 1600 or 6350 bpi) will be used to update the claims database. Selected verification reports will be produced following each claims database update to verify accurate collection of financial and major categorical information as well as to identify any claims failing standard edits (invalid location code, coverage code, et al). Unless otherwise requested, claims which fail standard edits will still be entered into the database. Transaction detail (month to month changes) for financial values, location, coverage, and status will be maintained. REQUIREMENTS User to request administrator or carrier to send an IBM compatible tape containing cumulative claims history to RSG's computer site on a periodic basis. A record layout and coding translation documentation must be sent one time to the RSG account representative. Sample tape and data fact sheet requests will be provided upon acceptance. -19- TIMEFRAME Data may be loaded within 90 days of receipt of machine readable tape and supporting documentation. In operation, data will be updated within 14 days of tape receipt unless otherwise requested or arranged. IMPLEMENTATION FEE Load Programming ($2,000 per source) $2,000 OPERATIONAL FEES Database Maintenance $400 per tape load Computer Service Fees $2.00 per claim per year -20- ATTACHMENT C: SISDAT+ for City of Lubbock Minimum Hardware Requirements & Class Schedule HARDWARE: IBM PC/XT, PC/AT, PS/2 FAMILY (OR COMPATIBLE) 10 megabyte hard disk 1 360K floppy disk drive. DOS 3.0 or higher 640K RAM Clock/Calendar Color or Monochrome Monitor (CGA, EGA', or VGA) Parallel Printer Port Serial Port Hayes compatible 1200 or 2400 baud external modem Installed Software IBM's FTTERM Communications CLASS SCHEDULE: Jun 27 through 29 / Tue - Thu Jul 24 through 26 / Mon - Wed Aug 29 through 31 / Tue - Thu Sep 19 through 21 / Tue - Thu -21-