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HomeMy WebLinkAbout05322 - CARL WARREN & COMPANY CLAIMS ADJUSTMENT AND ADMINISTRATION SERVICE Veronica Goedhart Ay;;0 From: Schlenker, Brandon <bschlenker@carlwarren.com> Sent: Tuesday,July 3, 2018 4:33 PM To: Veronica Goedhart Subject: RE: Contract Renewal - Carl Warren &Company/City of Palm Springs Veronica That is acceptable to Carl Warren&Company. ; Brandon Schlenker I Customer Group Director c- c V Carl Warren &Company I Employee-Owned �rT1 PO Box 2411, Tustin, CA 92781 �„ T Office: 925-849-8305 - r co crt This e-mail and any files transmitted with it are intended solely for the use of the individual or entity to which they are addressed and may contain confidential and/or privileged material.Any review, retransmission,dissemination or other use of, or taking of any action in reliance upon,this information by persons or entities other than the intended recipient is prohibited.If you have received this e-mail in error,please contact the sender and delete the material from your computer. Please note that any view or opinions presented in this e-mail are solely those of the author and do not necessarily represent those of Carl Warren &Company(CWC)and/or its subsidiaries. Finally,the recipient should check this e-mail and any attachments for the presence of viruses.CWC accepts no liability for any damage caused by any virus transmitted by this e-mail. From: Veronica Goedhart [mailto:Veronica.Goedhart@palmspringsca.gov] Sent: Thursday,June 28, 2018 10:19 AM To: Schlenker, Brandon Subject: RE: Contract Renewal - Carl Warren &Company/ City of Palm Springs The City will not be renewing the contract. The City is requesting a one-month extension through July 31, 2018 to transition the claims. Kindly advise if this will be acceptable at a pro-rated rate for one month of service. Thank you. 7 ® DATE(MMIDDIYYYY) ACORL7 COTIFICATE OF LIABILITY IN ANCE 05/07/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement($). PRODUCER p CONTACT NAME: t Marsh Risk&Insurance Services 3 L PHONE FAX 17901 Von Karman Avenue,Suite 1100 AIC No: (949)399-5800:License#D437153 E-MAIL ADDRESS: Irvine,CA 92614 Attn:NewpORBeach.CertRequest@marsh.comlF:212-948A323 INSURERS AFFORDING COVERAGE NAICC 801519-CWCL-CRLOC-18-19 INSURER A:WA NIA INSURED INSURER B:Federal Insurance Company 20281 Carl Warren&Company 17862 E.17th St.,Suite#111 INSURER C: _ Tustin,CA 92780 INSURER D: _ INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: LOS-002184110-26 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TypE OF INSURANCE ADDL SUER POLICY NUMBER MINI POLICY MM DDYIYYYY XP LIMITS LTR COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE RENTED CLAIMS-MADE DOCCUR PREMISES Eaoecurrence $ _ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ POLICY❑PRO LOC PRODUCTS-COMP/OP AGG $ JECT OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO BODILY INJURY(Pe(person) $ OWNED SCHEDULED BODILY INJURY(Per acadenr) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTYDAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB I CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION I PER OTH- STATUTE ER AND EMPLOYERS'LU\BILITY Y I N ANYPROPRIETORIPARTNERIEXECUTIVE ❑ NiA E.L.EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ "yes f yes,describe under E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS below B Crime 82214357 05/04/2018 05104/2019 Employee Theft 2,000,000 Deductible m 35,000 DESCRIPTION OF OPERATIONS I LOCATIONS VEHICLES(ACORD 101,Additional Remarks Schedule,maybe attached B more space is required) RE:City of Palm Springs Agreement No.A5322 O CERTIFICATE HOLDER CANCELLATION City of Palm Springs SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Office of the City Clerk THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Aft Kathie Hart,CMC ACCORDANCE WITH THE POLICY PROVISIONS. P.O.Box 2743 Palm Springs,CA 92263 AUTHORIZED REPRESENTATIVE of Marsh Risk&Insurance Services Monique Sabala = ° 3yy 3 Nft w- .'1 01988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD ACC5Rh® DATE(MM/DDIYYYY) TIFICATE OF LIABILITY INSIRANCE 0510712018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terns and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER /I. - �'1 CONTACT Marsh Risk&Insurance Services If IT .l NAME: PHONE FAX 17901 Von Karman Avenue,Suite 1100 WC,No (949)399-5800;License#0437153 E-MAIL Irvine,CA 92614 ADDRESS: Attn:NewportBeach.CertRequest@marsh.00m/F:212-948-4323 INSURERS AFFORDING COVERAGE NAICp 801519-CWCL-E&03L-18-19 INSURERA:Atlantic Specialty Ins Co 27154 INSURED Cad Warren&Company INSURER B:Underwriters at L ds/Hiscox 10200 17862 E.17th St.,Suite#111 INSURER C:Endurance Risk Solutions Assurance Company 43630 Tustin,CA 92780 INSURER D: INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: LOS-002227373-34 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICYNUMBER MM/DDIYYYY MMIDUIYYYY LICY EFF POLICY EXP LTR LIMITS A X COMMERCIAL GENERAL LIABILITY X 712008428MO6 05/0412018 05/0 O19 EACHOCCURRENCE $ 1,000,000 DAMAGE TO RrN—TED CLAIMS-MADE IX I OCCUR PREMISES(Ea occuence _ $ 1,000,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GENT AGGREGATE LIMITAPPLIES PER, GENERAL AGGREGATE $ 2,000,000 POLICY❑ PRO- PRODUCTS DUCTS-COMP/OP AGG $ 2,000,000 JECT Fx OTHER: $ A AUTOMOBILE LIABILITY X 7120094280006 05/04/2018 05/04/2019 COMBINED SINGLE LIMIT $ 1,000,000 Ea accident IXX ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident COMP/COLL DEDS: $ 1,000 UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I RETENTION$ $ A WORKERS COMPENSATION 4060390710006 05104019 X I PER OTH- AND EMPLOYERS'LIABILITY S YIN TATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDED? ❑N NIA _ _ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ _ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B Primary E&O MPL174739518 W04/2018 051(14/2019 Primary E&O Limit-$50k SIR 3,000,000 C E&O Excess Liabiliy 2nd Layer PRX10009302102 05104/2018 05104/2019 E&O Excess Liability 3,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101.Additional Remarks Schedule,may be attached if more space Is required) RF.City of Palm Springs Agreement No.A5322 The City of Palm Springs is included as additional insured(except workers'compensation)where required by written contract. This insurance is pnmary and non-con(ributory over any existing insurance and limited to liability arising out of the operations of the named insured and where required by written contract. Waiver of subrogation is applicable where required by written contract. CERTIFICATE HOLDER CANCELLATION City of Palm Springs SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Office of the City Clerk THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn:Kathie Hart,CMC 10 0 kd '� I IN QIDl ACCORDANCE WITH THE POLICY PROVISIONS. P.O.Box 2743 Palm Springs,CA 92263 c' , rI ri 'Y c,; { -- AUTHORIZED REPRESENTATIVE r+ ' 1-'S} of Marsh Risk&Insurance Services Monique Sabala ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD r • AGENCY CUSTOMER-301519 LOC . Irvine ACO ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Marsh Risk&Insurance Services Carl Warren&Company 17862 E.17th St.,Suite#111 POLICY NUMBER Tustin,CA 92780 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Other Limits 4,000,000 Policy Covers: 3rd Layer E&O Excess Liability Policy Details: Cartier: Ironshore Specially Insurance Company Policy#002798602 Eff.lExp.Dates:05/04/18-05104/19 Limits:E&O Excess Liability-$4,000,000 limit Excess over$6,000,000 ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD `EARL WARREN & COMPANY THIRD PARTY CLAIMS ADMINISTRATION CONTRACT THIS AGREEMENT, entered into effective July 1, 2015 by and between City of Palm Springs hereinafter called " PRINCIPAL," and Carl Warren & Company, hereinafter called "CONTRACTOR," is for certain services as outlined in connection with the duties and responsibilities of administering a program of self-insurance. WITNESSETH WHEREAS, PRINCIPAL has undertaken to self-insure and is in need of a qualified third party to whom to delegate the responsibilities and duties of administering said partially self-insured commercial general liability insurance program (the "Self Insurance program"), and WHEREAS, CONTRACTOR is engaged in the supervision and administration of programs for commercial general liability self-insurance, NOW, THEREFORE, PRINCIPAL and CONTRACTOR mutually understand and agree as follows: 1. GENERAL CONTRACTOR shall: (a) supervise and administer the Self-Insurance program for PRINCIPAL; (b) represent the PRINCIPAL in all matters related to the investigation, adjustment, processing, supervision and resolution of liability claims for money damages asserted by third parties against the PRINCIPAL (and other participants in the program as specified); and (c) provide to PRINCIPAL during the Term (as defined below) all the services more particularly set forth hereinafter. 2. INVESTIGATIVE SERVICES CONTRACTOR shall provide complete investigative and analytical services including, but not limited to: (a) receipt and examination of all reports of accidents, incidents, claims or cases which are or may be the subject of such claims reported by PRINCIPAL to CONTRACTOR; and (b) the investigation of such accidents, incidents, claims or cases where examination warrants such investigation or when requested by PRINCIPAL, such investigation to include on-site investigation, photographs, interviewing of witnesses, determination of losses and other such investigative services necessary to determine liability and loss. 3. SETTLEMENT AUTHORITY CONTRACTOR will promptly notify PRINCIPAL in writing of any claim which, excluding administration, adjusting, defense, all amounts payable to CONTRACTOR hereunder, and other costs and expenses, is reasonably expected in CONTRACTOR'S opinion to result in total settlement payments in excess of the settlement authority limit that is agreed upon by PRINCIPAL and CONTRACTOR (the "Authority Limit"), Such Authority Limit shall be set forth in an CARL WARREN &COMPANY 1 of 10 CONFIDENTIAL& PROPRIETARY ,,.; addendum to this Agreement, substantially in the form attached hereto as Exhibit A, and which is referred to herein as the "Payment Guidelines". Such Payment Guidelines will be binding on the parties, and incorporated into this Agreement, when executed by both parties. From time to time during the Term, the Payment Guidelines may be adjusted by mutual agreement of the parties, with each revised Payment Guidelines superseding any previously adopted Payment Guidelines and becoming binding on the parties, and incorporated into this Agreement, when executed by both parties. 4. CLAIMS ADJUSTMENT SERVICES CONTRACTOR shall provide complete claims adjustment services on each accident or incident that may be the subject of a claim against the PRINCIPAL which is reported to CONTRACTOR by the PRINCIPAL. Such services shall include, but not be limited to (a) the maintenance of a claim file on each potential or actual claim reported to CONTRACTOR; (b) whenever its investigation results in a determination that PRINCIPAL has sustained a liability to a third party, CONTRACTOR shall process any such claim or potential claim for settlement in accordance with the PRINCIPAL'S instructions for settlement of such claims, as set forth in the Payment Guidelines; and (c) obtaining all release agreements or proofs of loss on settlement of any claim or potential claim. If subrogation is pursued, the rates in Section 9 will apply unless a separate contingency fee agreement is agreed to by PRINCIPAL and CONTRACTOR. 5. ADMINISTRATIVE SERVICES CONTRACTOR shall provide the following administrative services: (a) assignment of a Principal Account Adjuster to the PRINCIPAL; (b) providing PRINCIPAL with electronic access to all reported claims during the term of this Agreement, indicating the status of each reported open claim assigned to CONTRACTOR, the details of each such claim, the outstanding reserves for each claim and details of all claim payments; and (c) periodic review and adjusting of reserves on all open claims. 6. LEGAL SUPPORT SERVICES CONTRACTOR shall provide the following legal support services on each claim wherein the claimant has commenced litigation: (a) Upon notification by PRINCIPAL that litigation has been filed on an open claim, CONTRACTOR shall notify PRINCIPAL and, in accordance with PRINCIPAL'S instructions, the PRINCIPAL'S excess insurance carrier and/or excess reporting authority, pool or group (the "excess entity") and/or trial attorney assigned by PRINCIPAL to handle the case and provide such excess entity and/or trial attorney with all information and files concerning claim; (b) maintain liaison with PRINCIPAL'S excess entity and/or trial attorney and provide such investigation services as are required by such attorney during pre-trial and trial stages; and (c) assist PRINCIPAL'S excess entity and/or trial attorney with discovery and other legal processes. 7. SUBROGATION SERVICES If the Fee Schedule in Section 9 shows that CONTRACTOR will be providing subrogation services, CONTRACTOR shall: Supervise and administer the subrogation program for PRINCIPAL, represent PRINCIPAL in all matters related to the investigation, collecting processing, supervision and resolution of subrogation claims, against third parties, for damage to PRINCIPAL'S property. CARL WARREN &COMPANY 2 of 10 CONFIDENTIAL& PROPRIETARY This Agreement does not included recovery of damages or cost relating to Workers Compensation Claims, presented by PRINCIPAL'S employees. CONTRACTOR shall provide complete collection services to PRINCIPAL, including receipt and examination of all reports of accident, incidents, claims or cases which are or may be the subject of a subrogation claim. The investigation of such accidents, incidents, claims or cases will include determining responsibility, establishing damage amount, pursuing collection, negotiating settlements and processing of monetary recovery. 8. TERM OF AGREEMENT The term of the Agreement (the "Term") shall commence on adiditI =i `` and continue until Jtiflrli '`, unless terminated earlier as provided in Section 13 herein. 9. PRICING PRINCIPAL agrees to pay the following claim handling and service fees for CONTRACTOR'S services: LiabilityAdministration Adjusting Services Fixed Annual Fee* Year 1 $26,070** Year 2 $40,300 Year 3 $41,100 OFACIISO/MMSEA/FIELD Included *Annual fees to be billed in monthly installments. ** Annualized rate is $39,500; contractor will be paid on the Fixed Annual Fee as stated for October, 2015 through June, 2016. For July, 2015 through September, 2015, Contractor shall be paid on hourly basis at the rate of $56.00 per hour. The PARTIES acknowledge that the City has averaged 58 claims per year for the last three years. In the event the number of claims increases to 75 or more per year or decreases to 40 or fewer, either PARTY may request a revision of this fee schedule no more than once during the term of this Agreement after July 1, 2016. The PARTIES shall meet and confer in good faith to adjust the rate to reflect any such increase or decrease; in no event, however, shall the rate be increased to an amount that exceeds $50,000.00 in any one fiscal year. The PARTY requesting the fee adjustment will provide a minimum of ninety (90) days prior notice of any such request to revise the fee schedule to the other PARTY and the PARTIES shall promptly meet and confer on the request. CARL WARREN &COMPANY 3 of 10 CONFIDENTIAL& PROPRIETARY The above fee schedule for the services does not include "Allocated Expenses", defined to mean customary and usual costs and expenses incurred and/or paid by CONTRACTOR on PRINCIPAL'S behalf in connection with the investigation, adjustment, settlement or defense of a claim and approved by PRINCIPAL in advance. Such costs and expenses include, but are not limited to, professional photography, police reports, independent medical examinations, professional engineering services, laboratory services, bulk copy jobs, private investigators, legal costs and fees and work performed by accountants. CONTRACTOR shall charge PRINCIPAL for non-staff investigators or adjusters when, in the opinion of CONTRACTOR, such assistance is necessary and reasonably related to the monetary exposure and the PRINCIPAL has concurred in advance with the retention of such investigators or adjusters. Allocated Expenses do not include the fees payable to CONTRACTOR pursuant to the fee schedule in this Section 9, nor the salaries, wages or benefits paid to CONTRACTOR'S employees or office and other overhead expenses associated with the performance of the services hereunder by CONTRACTOR. Charges for non-file-related professional services performed at the specific request of PRINCIPAL will be billed on an as quoted basis. 10. DATA PROCESSING a. The following standard services are included in this services provided pursuant to this Agreement - claims data electronically for up to three recipients and access to mycarlwarren.com for up to three users. For security purposes, access to mycarlwarren and any subscriptions will automatically terminate at the end of twelve (12) months. PRINCIPAL shall be responsible for notifying CONTRACTOR to renew user subscriptions and access or to substitute users. b. Additional users or recipients shall be charged on a per person basis at an annual fee of$250. c. Special reports, new reports and data feeds can also be requested. They are subject to a cost per quote at a rate per project or per hour once the scope has been agreed upon. CONTRACTOR does not possess any interest, title, lien or right to any client data or records. Therefore, upon termination of the contract, CONTRACTOR is relieved of all obligations to provide data processing services to PRINCIPAL and will deliver to PRINCIPAL all data and records in a readily available excel or PDF format. If a different format is desired by PRINCIPAL, CONTRACTOR will provide it to PRINCIPAL at an agreed upon and reasonable cost and timeline. 11. PRINCIPAL'S RESPONSIBILITIES PRINCIPAL shall provide CONTRACTOR with copies of all relevant documents upon request and without charge and shall make available any PRINCIPAL employee for interviews by CONTRACTOR at reasonable times concerning any investigation of a claim or incident pursuant to this Agreement. CONTRACTOR shall bill PRINCIPAL and furnish PRINCIPAL with invoices for services rendered in accordance with the fee schedule set forth in the Agreement. Each invoice will include the claim or CARL WARREN &COMPANY 4 of 10 CONFIDENTIAL& PROPRIETARY other matters for which a fee is being charged and the amount of the associated fee for that claim or matter. All sums due hereunder shall be paid by delivery of PRINCIPAL'S check, or wire transfer to CONTRACTOR'S offices located at the address set forth herein, within thirty (30) days following the invoice date. If any amount invoiced is in dispute, PRINCIPAL shall pay the undisputed amount and notify CONTRACTOR within thirty (30) days after the invoice date of the disputed portion; failure by PRINCIPAL to deliver written notice to CONTRACTOR of dispute with regard to any portion of an invoice within such time frame shall be deemed acceptance of the entire invoice by PRINCIPAL. Fees not paid in full within thirty (30) days of the invoice date (excluding any good faith disputed amount for which PRINCIPAL has delivered a written notice of dispute in accordance with this Section 11), at CONTRACTOR'S option, will be subject to per annum interest at the lower of (i) 18% or (ii) the maximum interest rate permitted by applicable law, calculated from the due date to the date payment is received by CONTRACTOR. For invoices not paid in full within thirty (30) days of the invoice date, CONTRACTOR will notify PRINCIPAL of such failure to pay and if PRINCIPAL does not cure such failure in full (excluding any good faith disputed amount for which PRINCIPAL has delivered a written notice of dispute in accordance with this Section 11) within ten (10) business days after the date of such notice (the "cure period"), CONTRACTOR may, without waiving any other rights or remedies to which it may be entitled, as of the first business day following the cure period, immediately limit access to data, suspend and/or terminate this Agreement, and/or seek collection of all amounts due, including by sending outstanding invoices to a collection agency. PRINCIPAL will reimburse any costs and expenses (including, but not limited to, the fees of a collection service and reasonable attorneys' fees) incurred by CONTRACTOR to collect any amount that is not paid when due. 12. CONFLICT OF INTEREST In the event a claim or incident is reported to CONTRACTOR by PRINCIPAL and it is determined that the actual or potential claimants therein are also clients of CONTRACTOR, then CONTRACTOR shall immediately notify PRINCIPAL of such potential conflict of interest so PRINCIPAL may have the option to choose an independent investigator and adjuster. 13. CANCELLATION OF AGREEMENT a. Voluntary Termination. This Agreement may be terminated at any time by either party, without cause, by giving the other party not less than sixty (60) days prior written notice of such termination. b. Termination for Cause. This Agreement shall terminate at the election of PRINCIPAL or CONTRACTOR if the other party breaches any material provision of this Agreement and fails to cure such breach within ten (10) business days after written notice thereof is given to the party, or in the event the breach is not capable of being cured within such ten (10) business day period, the breaching party has not commenced good faith efforts to cure such default within ten (10) business days and continued thereafter in good faith to diligently pursue the completion of such cure. Failure of PRINCIPAL to comply with Section 11PRINCIPAL'S RESPONSIBILITIES shall qualify as cause under this Section. c. Termination by CONTRACTOR. CONTRACTOR may terminate this Agreement pursuant to Section 17(f). CARL WARREN &COMPANY 5 of 10 CONFIDENTIAL& PROPRIETARY 14. DISPOSITION OF FILES ON TERMINATION OF AGREEMENT a. All files on each claim shall be property of the PRINCIPAL. b. In the event of expiration of the Agreement, non-renewal thereof, or cancellation, CONTRACTOR shall bill the PRINCIPAL, subject to the rates quoted in Section 9 herein above, for work completed by CONTRACTOR on each claim. Upon receipt of payment of outstanding invoices (including those in Section 14(c) below), CONTRACTOR shall promptly forward all completed and pending claim files to the PRINCIPAL unless PRINCIPAL requests CONTRACTOR to continue to process any files on a time and expense basis as provided for in the CONTRACTOR'S Rate Manual at the time such services are rendered. c. PRINCIPAL agrees to pay CONTRACTOR for the internal and/or external cost of retaining, storing, retrieving, logging, packing and shipping files which are stored on or off premises by CONTRACTOR. 15. HOLD HARMLESS a. PRINCIPAL'S Indemnification Obligation. PRINCIPAL agrees it will indemnify, defend and hold harmless CONTRACTOR and its affiliates, and their respective officers, directors, employees, agents, attorneys, shareholders, and their successors and assigns (collectively "CONTRACTOR Indemnity"), from and against any loss, claim, damage, cost or expense, including but not limited to reasonable attorney's fees and costs, that such CONTRACTOR Indemnity may incur arising out of, in connection with, or in any way related to the performance of CONTRACTOR'S duties and obligations under this Agreement except claims solely resulting from or arising out of: (i) acts of CONTRACTOR performed in bad faith or failures to act occurring as a result of CONTRACTOR'S negligence resulting in a breach of CONTRACTOR'S duties and obligations under this Agreement; or (ii) acts of CONTRACTOR which exceed the authority granted to it by PRINCIPAL under this Agreement; or (iii) acts or failures to act of CONTRACTOR which are not in compliance with lawful written instructions issued by PRINCIPAL to CONTRACTOR provided such instructions are consistent with the scope, objectives and terms of this Agreement. b. CONTRACTOR'S INDEMNIFICATION OBLIGATION. CONTRACTOR agrees it will indemnify, defend and hold harmless PRINCIPAL and its respective affiliates, and their respective officers, directors, employees, agents, attorneys, shareholders, and their successors and assigns (collectively "PRINCIPAL Indemnity"), from and against any loss, claim, damage, cost or expense, including but not limited to reasonable attorney's fees and costs, that such PRINCIPAL Indemnity may incur solely resulting from or arising out of: (i) acts of CONTRACTOR performed in bad faith or failures to act occurring as a result of CONTRACTOR'S negligence resulting in a breach of CONTRACTOR'S duties and obligations under this Agreement; or CARL WARREN & COMPANY 6 of 10 CONFIDENTIAL& PROPRIETARY (ii) acts of CONTRACTOR which exceed the authority granted to it by PRINCIPAL under this Agreement; or (iii) acts or failures to act of CONTRACTOR which are not in compliance with lawful written instructions issued by PRINCIPAL to CONTRACTOR provided such instructions are consistent with the scope, objectives and terms of this Agreement. c. Limitations on CONTRACTOR's Indemnity Obligations. CONTRACTOR'S indemnification obligations set forth in this Agreement shall apply only to the extent such obligations solely relate to or solely arise in connection with claims serviced by CONTRACTOR during the Term and under the scope of this Agreement. d. Survival of Obligations. The obligations of the parties set forth in this Section 15 shall survive termination of this Agreement. 16. AUDITS The CONTRACTOR'S files shall be made available for audits at any time upon reasonable notice. Reasonable notice shall be defined as thirty (30) days or as otherwise agreed by the parties. If special retrieval or shipment of the requested files is necessary, PRINCIPAL shall reimburse CONTRACTOR at cost. The CONTRACTOR reserves the right to reject an auditor proposed by PRINCIPAL if the proposed auditor may gain an unfair competitive advantage over CONTRACTOR by conducting such an audit. 17. INSURANCE a. Contractor shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with Contractor's performance. The cost of such insurance shall be borne by Contractor. Failure to procure and/or maintain the proper Insurance is grounds for termination of this Agreement. b. The Contractor shall maintain the following minimum insurance coverage: (i) Commercial General Liability insurance in an amount no less than $1,000,000 per occurrence with an aggregate of no less than twice the per occurrence limit. Such insurance shall be endorsed to name the Principal and their respective officers, agents and employees as additional insureds. (ii) Business Automobile Liability insurance in an amount no less than $1,000,000 per accident. Such insurance shall include coverage for owned, hired and non-owned autos. (iii) Workers' Compensation insurance meeting all statutory benefit requirements of the Labor Code of the State of California and Employers Liability insurance with a minimum limit of $1,000,000 each accident for bodily injury or disease. The workers' compensation insurance shall be endorsed to waive any right to subrogation against the Principal, and their respective officers, agents and employees. CARL WARREN & COMPANY 7 of 10 CONFIDENTIAL & PROPRIETARY (iv) Professional Errors & Omissions insurance with a minimum limit of $1,000,000 per occurrence with an aggregate of no less than twice the per occurrence limit. (v) Crime/Employee Dishonesty: $1,000,000 to include employee dishonesty, disappearance, theft, and forgery or alteration coverage in a form and issued by an insurance or bonding company or companies acceptable to the Principal. C. The commercial general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: (i) The Principal, and its respective officers, agents and employees are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of the Contractor; or automobiles owned, leased, hired or borrowed by the Contractor. (ii) For any claims related to this project, the Contractor's insurance coverage shall be primary insurance as respects the Principal, and their respective officers, agents and employees. Any insurance or self-insurance maintained by Principal, and their respective officers, agents and employees, shall be excess of the Contractor's insurance and shall not contribute with it. (iii) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the Principal. d. Within thirty (30) days of execution of this Agreement, Contractor shall provide the Principal with a certificate of insurance and required endorsements evidencing that such Insurance has been obtained and is in full force and effect. Such coverage shall provide thirty (30) calendar days' notice of intent to cancel or non-renewal to the Principal. e. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A-:VII, unless otherwise acceptable to the Principal. f. Verification of Coverage. Prior to commencement of work, Contractor shall furnish the Principal with original certificates and required endorsements effecting coverage required by this clause. The Principal reserves the right to require complete, certified copies of all required Insurance policies, including endorsements affecting the coverage required by these specifications at any time. 18. MISCELLANEOUS a. Governing Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of California. b. Amendments. etc. Neither this Agreement nor any of the terms hereof may be amended, changed, waived, discharged or terminated except by an instrument in writing signed by both of the parties hereto. c. No Waiver. No delay on the part of any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party hereto CARL WARREN &COMPANY 8 of 10 CONFIDENTIAL& PROPRIETARY of any such right, power or privilege, or any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other right, power or privilege. d. Severability. If any part of this Agreement is contrary to, prohibited by or deemed invalid under, any applicable law of any jurisdiction, then such provision shall, as to such jurisdiction, be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, without invalidating the remainder hereof or affecting the validity or enforceability of such provision in any other jurisdiction. e. Independent Contractor. At all times during the term of this Agreement, CONTRACTOR shall be deemed to be an independent contractor to PRINCIPAL acting in the capacity as PRINCIPAL'S agent subject to the limited authority granted herein. Nothing contained in this Agreement shall be deemed to create the relationship of employer and employee, partners, or joint ventures between PRINCIPAL and CONTRACTOR. CONTRACTOR shall not act as an insurer, nor shall it be ultimately financially responsible for payment or satisfaction of Claims or causes of action against PRINCIPAL. f. Current Law & Regulation. This Agreement is entered into with the understanding that existing Federal, State or other jurisdictional regulations will remain in effect for the duration of this Agreement. PRINCIPAL agrees that should administrative or other costs of service provided hereunder be substantially increased as a result of modifications in existing law, enactment of new legislation, or promulgation of new administrative guidelines, CONTRACTOR service fees may be renegotiated during the Agreement term. If revised fee agreements cannot be reached, CONTRACTOR may terminate this Agreement, at its option, after thirty (30) days written notice to PRINCIPAL. g. Counterparts. This Agreement may be executed simultaneously in two counterparts, each of which when so executed and delivered shall be deemed an original, but both of which together shall constitute one and the same instrument, and all signatures need not appear on any one counterpart. A facsimile, telecopy or other reproduction of this Agreement may be executed by any party and delivered by such party by facsimile or other electronic transmission (including e- mail), and such execution and delivery shall be considered valid, binding and effective for all purposes. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized representatives as of the day and year first written above. (CONTRACTOR) (PRINCIPAL) CA ARRE COMPANY CITY OF PALM SPRINGS BY: BY: CARL WARREN & COMPANY 9 of 10 CONFIDENTIAL& PROPRIETARY TITLE: �bIW ��l� �iLkk TITLE: DATE: 4g gti \5 DATE: ANY ALTERATIONS TO THIS CONTRACT WILL RENDER THE CONTRACT NULL AND VOID. THE PRICING QUOTED IN THIS CONTRACT WILL REMAIN EFFECTIVE FOR THIRTY(30) DAYS FROM THE INCEPTION DATE LISTED ON THIS CONTRACT AFTER WHICH TIME THE CONTRACT WILL BE RECINDED. APPROVED BY CITY COUNCIL 9 ►b•V�) 2w- �aa APP rD AS TO RM PTY ATTORNEY ATTEST: ity Clerk CARL WARREN & COMPANY 10 of 10 CONFIDENTIAL& PROPRIETARY C���® CARL WARREN & COMPANY EXHIBIT A FORM OF PAYMENT GUIDELINES These Payment Guidelines are entered into between CARL WARREN & COMPANY (the "Contractor") and CITY OF PALM SPRINGS (the "Principal') pursuant to that certain Third Party Claims Administration Contract (the "Agreement'), dated as of 7/1/2015 between Contractor and Principal, and is incorporated in, and subject to, the Agreement. Authority Limit: $ ZERO Other Payment Procedures: • Contractor will request settlement authority from Principal. • Upon receipt of signed settlement agreement and/or Release, payment will be issued by Contractor through Trust, if requested by Principal, otherwise, Principal will issue payment. These Payment Guidelines will become binding on Contractor and Principal on the date that they have been executed by each such party as set forth below. (CONTRACTOR) (PRINCIPAL) CARL,#ARRE & COMPANY CITY OF PALM SPRINGS BY: TITLE: >�ify�y(t1�V,C� YCC�IIO�ch{' TITLE: DATE: ���� S DATE: i 00 P47�7?_ FIFTH AMENDMENT TO CONTRACT SERVICES AGREEMENT For Claims Adjustment and Administration Service (Carl Warren & Company and City of Palm Springs) THIS FIFTH AMENDMENT TO CONTRACT SERVICES AGREEMENT ("Amendment") is made by and between CARL WARREN & COMPANY ("Contractor"), and CITY OF PALM SPRINGS, a charter city and a municipal corporation ("City"), as of July 1, 2012, and amends that certain Contract Services Agreement dated as of July 27, 2006, by and between Contractor and City ("Agreement'). All terms defined in the Agreement shall have the same meaning when used herein. RECITALS A. Contractor has agreed to provide to City and City has agreed to purchase from Contractor the Services which are the subject of the Agreement. B. Contractor and City now mutually desire to amend the Agreement as set forth below. NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Contractor and City mutually agree to amend the Agreement as follows: AGREEMENT 1. Section 2.1 of the Agreement shall be replaced in its entirety and amended to read as follows: 2.1 Compensation of Consultant. For the services rendered, pursuant to this Agreement, Consultant shall be compensated in accordance with the "Schedule of Fees" attached hereto as Exhibit "B" and incorporated herein by reference, but not exceeding Sixty-Five Thousand Dollars ($65,000) ("Contract Sum") for services in any given fiscal year commencing on July 1, 2012. 2. Section 5.1 of the Agreement shall be replaced in its entirety and amended to read as follows: 5.1 Term. Unless earlier terminated in accordance with 5.2 of this Agreement, this Agreement shall continue in full force and effect until completion of the Services. The term of this Agreement shall be for a three year period ending June 30, 2015, unless otherwise extended by written approval of the City. Fifth Amendment Carl Warren Pagel of ORIGINAL BID 869844.1 ANDtOR AGREEMENT 3. Exhibit B, Schedule of Fees, attached hereto and incorporated herein, is hereby restated and replaced. 4. Except as expressly provided herein, all other terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, Contractor and City have executed this Amendment as of the date first written above. "Contractor" CARL WARREN & COMPANY By: (� �" Carol-Siebert, llgEiD By: _� Tom Boylan, C ..City., CITY OF PALM SPRINGS, a charter city and a municipal corporation BY: APPROVED BY CITY COUINIC!L David H. Ready, City r �lh'�� aNOW ATTEST: mes Thompson, City Clerk Approved as to form by: WOOD F , S�PjR�ADLIIN & SMART DOUGLAS C. HOLLAND, City Attorney Fifth Amendment Carl Warren Page 2 of 2 869844.1 Z10 CARL WARREN & COMPANY Claims Management and Solutions City of Palm Springs EXHIBIT `B" July 1, 2012 3200 E. Tahquitz Canyon Way Palm Springs, Ca. 92262 RE: Contract Exhibit B -- Rates for 2012-15 Expense Category Cale. Type Adj. Service 2012-2015 Hours Calculation $54.00/$55.00/$56.00 Telephone Percentage Included Photos Calculation 2.00 ea Miles Calculation .55 (IRS Rate) Photocopies Calculation Included Stenographic Calculation Included Adjuster Calculation 1.00 pass through Miscellaneous Office Expense Percentage 45% of services Office Calculation 1.00 pass through Miscellaneous Set up Fee Calculation One half-hour of service time Data Processing Calcualtion $30.00 per suffix IndexBureau/ Calculation $18.00 each / MMSEA OFAC $4.85 per 1099Issuance Calculation Included The Administration Fee remains as $400.00 monthly, payable quarterly and the Cap remains at the $65,000.00 annually. Very Truly Yours, Michael Reed, Service and Retention Leader Carl Warren & Company Email: mreedgearlwarren.com AN EMPLOYEE-OWNED COMPANY 770 S. Placentia Avenue i Placentia, CA 92870 P. O. Box 25180 i Santa Ana, CA 92 799-51 8 0 www.carlwarren.com i Tel 714-572-5200 i 800-572-6900 i Fax: 866-254-4423 CA License No.2607296 p,5�aa FOURTH AMENDMENT TO CONTRACT SERVICES AGREEMENT For Claims Adjustment and Administration Service (Carl Warren & Company and City of Palm Springs) THIS FOURTH AMENDMENT TO CONTRACT SERVICES AGREEMENT ("Amendment") is made by and between CARL WARREN & COMPANY. ("Cortractor"), and CITY OF PALM SPRINGS, a charter city and- a municipal corporation ("City"), as of July 1, 2011, and amends that certain Contract Services - 'agreement dated -as of Jul 27� 2006; b and between- Contractor-and- C A9 Y Y .. riy...... .("Agreement"). All terms defined in the Agreement shall have the same meaning when used herein. RECITALS A. Contractor has agreed to provide to City and City has agreed to purchase from Contractor the Services which are the subject of the Agreement. B. Contractor and City now mutually desire to amend the Agreement as set forth below. NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Contractor and City mutually agree to amend the Agreement as follows: AGREEMENT 1. Section 5.1 of the Agreement shall be replaced in its entirety and amended to read as follows: 5.1 Tenn. Unless earlier terminated in accordance with 5.2 of this Agreement, this Agreement shall continue in full force and effect until completion of the Services. The term of this Agreement shall be for a one year period ending June 30, 2012, unless otherwise extended by written approval of the City. 2. Exhibit B, Schedule of Fees, attached hereto and incorporated herein, is hereby restated and replaced. 3. Except as expressly provided herein, all other terms and conditions of the Agreement shall remain in full force and effect. [SIGNATURE PAGE FOLLOWS] Fourth AnwAin ent Carl Warren Page 1 of 2 ORIGINAL BID ANWOR AGREEMENT IN WITNESS WHEREOF, Contractor and City have executed this Amendment as of the date first written above. "Contractor" CARL WARREN &COMPANY By: vl&t� .......... ...... ................... ............... Title: C By. Name: Title: GOO "city,, CITY OF PALM SPRINGS, a charter city and a municipal corporation BY: APPROVED BY CITY COUNCIL David H. ReZi Hager ATTEST: as Thompson, City Clerk Approved as to form by: WOODRUFF, SPRADLIN &SMART Christina Petreruto, Asst. City Attorney for Douglas C. Holland, Esq., City Attorney Fourth Amendment Cad Warren Page 2 of 2 f Exhibit B City of Palm Springs June 6,2011 3200 E.Tahquitz Canyon Way RE:Contract Extension by Letter Agreement—2011-12 Ladies and Gentlemen: The undersigned is pleased to be assisting you with your contract for Services between Carl Warren& Company and the City of Palm Springs. Your Contract for Liability Claims handling will expire as of 6/30/11 and we propose extending it for the Period commamcdng July 1,2011 and ending Junc 30,2012 at the some rate as the previous year. Expense Category Cato,Type Adj. Service 2011- 2012 Hours Calculation $54.00 Telephone Peroentagp Included Photos Calculation 2.00ca Miles Calculation .51 .55 Lets re.'k- 0kW''1016 Photocopies Calculation Included Stenographic Calculation Included Adjuster Calculation 1.00 pass through Miscellaneous Office Expense Percentage 45%of services Office Calculation 1.00 pass through Miscellaneous Set up Fee Calculation One halftou r of service time Data Proeessln Calcualtion $30.00 per suffix Index13ureau/ Calculation $18.00 each / OFAC NWEA$4.85 per 1099 Issuance Calculation Included The Administration Fee remains as$400.00 monthly,payable quarterly and the Cap remains at the amoral amount of the prior contract,$65,b00.00. CARL WARREN & CO. CLAIMSAANAGEMENT . CLAIMS ADJUSTERS 770 Plate Avenue,Pleowft CA 92970- M Merl: P.O.Box 25180,Santa Ana,CA 9279"180 rj Phone: (714)572-5200•.(800on-e900.Famc(714)M-8i31 ' THIRD AMENDMENT TO CONTRACT SERVICES AGREEMENT For Claims Adjustment and Administration Service (Carl Warren & Company and City of Palm Springs) THIS THIRD AMENDMENT TO CONTRACT SERVICES AGREEMENT ("Amendment") is made by and between CARL WARREN & COMPANY ("Contractor"), and CITY OF PALM SPRINGS, a charter city and a municipal corporation ("City"), as of September 8, 2010, and amends that certain Contract Services Agreement dated as of July 27, 2006, by and between Contractor and City ("Agreement'). All terms defined in the Agreement shall have the same meaning when used herein. RECITALS A. Contractor has agreed to provide to City and City has agreed to purchase from Contractor the Services which are the subject of the Agreement. B. Contractor and City now mutually desire to amend the Agreement as set forth below. NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Contractor and City mutually agree to amend the Agreement as follows, AGREEMENT 1. Section 5.1 of the Agreement shall be replaced in its entirety and amended to read as follows: 5.1 Term. Unless earlier terminated in accordance with 5.2 of this Agreement, this Agreement shall continue in full force and effect until completion of the Services. The term of this Agreement shall be for a one year period ending June 30, 2011, unless otherwise extended by written approval of the City. 2. Except as expressly provided herein, all other terms and conditions of the Agreement shall remain in full force and effect. [SIGNATURE PAGE FOLLOWS] Third Amendment Carl Warren Page 1 of 2 IN WITNESS WHEREOF, Contractor and City have executed this Amendment as of the date first written above. "Contractor" CARL WARREN & COMPANY By: Name: Title: ' By: Narge':: Tde: "City" CITY OF PALM SPRINGS, a charter city and a municipal corporation BY: AITROVED BY CITY COUNCIL David H. Ready, Cit ger • 0 '� ►'1�j�� ._ ATTEST: mes Thompson, City Clerk Approved as to form by- WOODRUFF, SPRADLIN & SMART r—Douglas C. Holland sq., City Attorney Third Amendment Carl Warren Page 2 of 2 w F I IN WITNESS WHEREOF, Contractor and City have executed this Amendment as of the date first written above. "Contractor" CARL WARREN & COMPANY By: Name: �a04,a SAC v,.v-t Title: By: Name: 7 - Title: r. "City" CITY OF PALM SPRINGS, a charter city and a municipal corporation BY: X, f f r David H. Ready, City Manpger ATTEST: James Thompson, City Clerk Approved as to form by: WOODRUFF, SPRADLIN & SMART r i Douglas C. Holland, Esq., City Attorney Third Amendment Carl Warren Page 2 of 2 SECOND AMENDMENT TO AGREEMENT FOR CLAIMS ADJUSTMENT AND ADMINSTRATION This Second Amendment to the Consultant Services Agreement with Carl Warren & Company ("Second Amendment" or "Amended Agreement') is made and entered into this 1ST day of July, 2008, by and between the CITY OF PALM SPRINGS, a municipal corporation ("City") and Carl Warren & Company, a California Corporation ("Consultant'), and amends that certain "Contract Services Agreement for Claims Adjustment and Administration Services" (the "Agreement') dated July 27, 2006 between the same parties. RECITALS A. On or about July 26, 2006, City and Consultant entered into a "Contract Services Agreement", pursuant to which Consultant agreed to provide claims adjustment and administration ("Project'). B. The term of this Amendment was for a period of one year expiring on June 30, 2007. C. A First Amendment, dated July 1, 2007, to the original Agreement, was approved by the City Council on July 25, 2007. The term of this Amendment was for one year, expiring on June 30, 2008, D. A Second Amendment, dated July 1, 2008, to the original Agreement, dated July 26, 2006, was approved by the City Council on July 9, 2008. The term of this Amendment is for one year, expiring on June 30, 2009. E. City does not have the staffing or expertise necessary to adequately perform these services and needs the continued assistance of a qualified consultant. F. City and Consultant desire to amend the Agreement to extend the term and increase the Contract Sum and the hourly rate for adjustment services. AGREEMENT The Agreement is hereby amended as follows: 1. "2.1 Compensation of Consultant. For the services rendered, pursuant to this Agreement, Consultant shall be compensated in accordance with the "Schedule of Fees" attached hereto as Exhibit "B" and incorporated herein by this reference, but not exceeding Sixty-Five Thousand Dollars ($65,000) ("Contract Sum") for services provided prior to June 30, 2009, and not exceeding the Contract Sum for services provided during the period of July 1, 2008 through June 30, 2009. 2. "5.1 Term. Unless earlier terminated in accordance with Section 5.2 of this Agreement, this Agreement shall continue in full force and effect until completion of the services. The term of this agreement shall be for a one year period ending June 30, 2009, unless otherwise extended by written approval of the City." 3. Except as expressly provided herein, all other terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto executed this First Amendment to be effective as of the Date first written above. ATTEST: CITY OF PALM SPRINGS, a municipal corporation e p® Pv' yr y W City Clerks City Manage, APPROVED AS TO FORM: CARL WARREN & COMPANY City Attorney Name: Title: ��55T G�rP/�r�si,�zci`/� AGREEMENT The Agreement is hereby amended as follows: 1. "2.1 Compensation of Consultant. For the services rendered, pursuant to this Agreement, Consultant shall be compensated in accordance with the "Schedule of Fees" attached hereto as Exhibit "B" and incorporated herein by this reference, but not exceeding Sixty-Five Thousand Dollars ($65,000) ("Contract Sum") for services provided prior to June 30, 2009, and not exceeding the Contract Sum for services provided during the period of July 1, 2008 through June 30, 2009. 2. "5.1 Term. Unless earlier terminated in accordance with Section 5.2 of this Agreement, this Agreement shall continue in full force and effect until completion of the services. The term of this agreement shall be for a one year period ending June 30, 2009, unless otherwise extended by written approval of the City." 3. Except as expressly provided herein, all other terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto executed this First Amendment to be effective as of the Date first written above. ATTEST: CITY OF PALM SPRINGS, a municipal corporation By: �r ty Clerk City Manage APPROVED BY CflYCOUhCIL ��•1,•D� din I;���'DGG° o — APPRO AS TO FORM: CARL WARREN & COMPANY p � City ttorney Name: � n � � I , f'•F�� � �� � - EXHIBIT "B" SCHEDULE OF COMPENSATION Total compensation for services and expenses provided hereunder shall not exceed $60,000 over the contract term. Services shall be provided on a time and materials basis in accordance with the following rate schedule: Personnel Hourly Rates: Adjustor $54.00 per hour Office staff $24.30 per hour Allocated Expenses: Photographs $2.00 per print Mileage @ IRS approved rate Administrative Expense- Includes online access to "myCarlWarren" $400/month (billed quarterly) FIRST AMENDMENT TO AGREEMENT FOR CLAIMS ADJUSTMENT AND ADMINISTRATION This First Amendment to the Consultant Services Agreement with Carl Warren & Company ("First Amendment" or "Amended Agreement") is made and entered into this 25th day of July, 2007, by and between the CITY OF PALM SPRINGS, a municipal corporation ("City") and Carl Warren & Company, a California Corporation ("Consultant') and amends that certain "Contract Services Agreement for Claims Adjustment and Administration Services" (the "Agreement') dated July 27, 2006 between the same parties. RECITALS A. On or about July 26, 2006, City and Consultant entered into a "Contract Services Agreement" pursuant to which Consultant agreed to provide claims adjustment and administration ("Project"). B. The term of this agreement was for a period of one year expiring on June 30, 2007. C. City does not have the staffing or expertise necessary'to adequately perform these services and needs the continued assistance of a qualified consultant. D. City and Consultant desire to amend the Agreement to extend the term and increase the Contract Sum to reflect the additional work to be performed. AGREEMENT The Agreement is hereby amended as follows: 1. "2.1 Compensation of Consultant. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the "Schedule of Fees" attached hereto as Exhibit "B" and incorporated herein by this reference, but not exceeding Sixty Thousand Dollars ($60,000) ("Contract Sum") for services provided prior to June 30, 2007 and not exceeding the Contract Sum for services provided during the period of July 1, 2007 through June 30, 2008. 2. "5.1 Term. Unless earlier terminated in accordance with Section 5.2 of this Agreement, this Agreement shall continue in full force and effect until completion of the services. The term of this agreement shall be for a two year period ending June 30, 2008 unless otherwise extended by written approval of the City." 3. Except as expressly provided herein, all other terms and conditions of the Agreement shall remain in full force and effect. [Signature Block on Next Page] IN WITNESS WHEREOF, the parties hereto executed this First Amendment to be effective as oCtbe Date first written above. CITY OF PALM SPRINGS, a municipal corporation By: f�•� City Manager EST: APPROVED BY CITY COUNCIL ity Clerk ���ior2aa AT'PROV � AS TO FORM: CARL WARREN & COMPANY e K -v City A omey Name: Title-, A-eTiX7Wker V40 EXHIBIT "E„ SCHEDULE OF COMPENSATION Total compensation for services and expenses provided hereunder shall not exceed $60,000 over the contract term. Services shall be provided on a time and materials basis in accordance with the followinb rate schedule: Personnel Hourly Rates: Adjustor $51.00 per hour Office staff $28.05 Allocated Expenses: Photographs $2.00 per print Mileage @ IRS approved rate Administrative Expense: Includes online access to "myCarlWairen" 5400/month (billed quarterly) CITY OF PALM SPRINGS CONTRACT SERVICES AGREEMENT for Claims Adjustment and Administration Service THIS CONTRACT SERVICES AGREEMENT (herein "Agreement") is made and entered into this 27b day of July, 2006, by and between the CITY OF PALM SPRINGS, a municipal corporation (herein "City") and Carl Warren & Company (herein "Contractor"). NOW, THEREFORE, the parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, the Contractor shall perform the work or services set forth in the "Scope of Services" attached hereto as Exhibit"A" and incorporated herein by reference. Contractor warrants that all work and services set forth in the Scope of Services will be performed in a competent, professional and satisfactory manner. 1.2 Compliance with Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction. 1.3 Licenses, Permits. Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit"B" and incorporated herein by this reference, but not exceeding the maximum contract amount of Sixty Thousand Dollars ($60,000.00) ("Contract Sum"). 2.2 Method of PaVment. Provided that Contractor is not in default under the terms of this Agreement, Contractor shall be paid as outlined in Exhibit "S", Schedule of Compensation. 3.0 COORDINATION OF WORK 3A Representative of Contractor. Dwight Kunz is hereby designated as being the principal and representative of Contractor authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith. 3.2 Contract Officer, Troy Butzlaff, Assistant City Manager is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith ("Contract Officer"). The City Manager of City shall have the right to designate another Contract Officer by providing written notice to Contractor. 13 Prohibition Against Subcontracting or Assignment. Contractor shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City, Neither this Agreement nor any interest herein maybe assigned or transferred, voluntarily or by operation of law,without the prior written approval of City. Any such prohibited assignment or transfer shall be void. 3.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth. Contractor shall perform all services required herein as an independent contractor of City and shall remain under only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 4.0 INSURANCE, INDEMNIFICATION AND BONDS 4A Insurance. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance: (a) Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of a least $1,000,000 bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broadform property damage, products and completed operations. The Commercial General Liability Policy shall name the City of Palm Springs, its officers, employees and agents as additional insured, An additional Insured endorsement is required as evidence of such coverage. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which will include $1,000,000 employer's liability. (c) Business Automobile Insurance. A policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of$1 ,000,000 bodily injury and property damage, Said policy shall include coverage for owned, non-owned, leased and hired cars. (d) Additional Insurance. Policies of such other insurance, including professional liability insurance in a minimal amount of $1,000,000 if contract has professional liability exposure, as may be required in the Special Requirements of Exhibit "A". All of the above policies of insurance shall be primary insurance. The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents, and their respective insurers. In the event any of said policies of insurance are canceled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 4.1 to the Contract Officer. No work or services underthis Agreement shall commence until the Contractor has provided the City with Certificales of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved bythe City. The contractor agrees that the provisions of this Section 4.1 shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or person for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with Section 3.3 of this Agreement the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same polices of insurance that the Contractor is required to maintain pursuant to this Section. 4.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein"claims or liabilities")that may Ibe asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees,who are directly responsible to the City, and in connection therewith: (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs costs and attorneys' fees incurred in connection therewith; (b) Contractcrwill promptly pay anyjudgment rendered againstthe City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of orfailure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. 5.0 TERM 5.1 Term. Unless earlier terminated in accordance with Section 5.2 below, this Agreement shall continue in full force until June 30, 2007. 5.2 Termination Prior to Expiration of Term. Either party may terminate this Agreement at any time, with orwithout cause, upon thirty(30)days'written notice to the other party. Upon receipt of the notice of termination, the Contractor shall immediately cease all work or services hereunder except as may be specifically approved by the Contract Officer. In the event of termination by the City, Contractor shall be entitled to compensation for all services rendered priorto the effectiveness of the notice of termination and forsuch additional services specifically authorized by the Contract Officerand City shall be entitled to reimbursement for any compensation paid in excess of the services rendered. 6.0 MISCELLANEOUS 6.1 Covenant Against IDiscrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them,that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin or ancestry. 6.2 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement, 6.3 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 6.4 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. 6.5 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 6.6 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this-Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 6.7 Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 6.8 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 6.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's Fees, whether or not the matter proceeds to judgment. 6.10 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. [Signature Block on Next Page] IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. ATTEST: APPROVED BY CITY COUNCIL Ci#y Clerk I V�Q gZ®o Iho 2a 1j6•p6 __DWB CITY OF PALM SPRINGS, d a municipal corporation By City Man APPROVED AS TO FORM: by >sr GityAttorney CONTRACTOR: Carl Warren & Company Check one:"Individual_Partnership_Corporation 750 The City Drive, Suite 400 Orange, CA 92868 Corporations require two notarized signatures: One from each of the following. A.Chairman of Board,President,or any Vice President' AND B.Secretary,Assistant Secretary,Treasurer Assistant Treasurer,or Chief Financial Officer). 0 of By: 6Y: / "� 61 Signature(notarized) Signatu e(not !zed) Name: I��r^l D_ se1/i-ol6b 4 Name: t nnn% Dq ICL Title:fl-SS/M7-W7 Vit'e 0/[tz 1"-rr Title: l u State of countyof Yn a� I�ss Couno f On-114&before me, On felfore me, OL R{rlLa 'ti r r', o personally appeared_b,i�� 1 0�'�.rel�'•1 personally appeared' C)q Lam personally known to me (or proved to me on the basis of personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons)whose name(s)is(are satisfactory evidence)to be the person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to me that subscribed to the within instrument and acknowledged to me that he/she/they executed the same In his/her/their authorized he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the capacity(ies), and thst by his/her/their signature(s) on the Instrument the person(s), or the entity upon behalf of which the instrument the person(s), or the entity upon behalf of which the persons)acted,executed the instrument. person(s)acted,executed the instrument. WITNESS my hand and official seal. WITNESS my hand and official seal. Notary Signatu e: O Notary Signature: Notary Seal: Notary Seal: VALENTINE MOSER CQM-OM"' Qbz NOTARY PU LIC-CAI II GPNIA l7 f- ORANGE COUNTY a MYCOMM.EXPIRESJAN 14 2009 EXHIBIT "A" SCOPE OF SERVICES I. GENERAL Consultant shall: A. Supervise and administer the self-insurance program for City; and B. Represent the City in all matters related to the investigation, adjustment, processing, supervision and resolution of liability claims for money damages asserted by third parties against City; and C. Provide to City during term of this Agreement all the services more particularly set forth hereinafter. II. INVESTIGATIVE SERVICES A. Consultant shall provide complete investigation services including, but not limited to: 1) Receipt and examination of all reports or accidents, incidents, claims or cases which are or may be the subject of such claims; and 2) The investigation of such accidents, incidents, claims or cases where examination warrants such investigation or when requested by City, such investigation to include on-site investigation, photographs, interviewing services necessary to determine liability and loss but not to include extraordinary professional services set forth in Paragraph II B herein. B. City agrees to pay for the cost of all reasonable and supportable extraordinary services where professional photography, independent medical examinations, professional engineering services and laboratory services and accountants are required. Consultant shall order such services only after written City authorization, except that such authorization may be given orally where such services are urgently required. III. SETTLEMENT AUTHORITY A. Consultant shall have no settlement authority unless expressly authorized in writing by City or its insurer. IV CLAIMS ADJUSTMENT SERVICES A. Consultant shall provide complete claims adjustment services on each accident or incident, which is or may be the subject of a claim against City, unless otherwise directed by City. Such services shall include, but not be limited to: 1) The maintenance of a claim file on each potential or actual claim reported to Consultant; and 2) Whenever its investigation results in a determination that City has sustained a liability to a third party, Consultant, shall process any such claim or potential claim for settlement in accordance with the City's instructions for settlement of such claims; and 3) ObLain all release agreements or proofs of loss on settlement of any claim or potential claim against the City. V. ADMINISTRATIVE SERVICES A. Consultant shall provide at least the following administrative services: 1) Assignment of a principal account adjustor to the City; and 2) Provide City with tabulated monthly status reports on all reported claims during the term of this Agreement, indicating the status of each reported open claim assigned to Consultant, the details of each such claim, the outstanding reserves for each claim and details of all claim payments during the month. The status report shall be delivered to City within fifteen (15) days of the close of each calendar month. A check register shall be provided within five (5) working days of the close of each calendar month; and 3) Periodically review and adjust reserves on all open claims. SPECIAL REQUIREMENTS: Additional Insurance required pursuant to Section 4.1 (d) — In additional to the policies of insurance required pursuant to Section 4.1 of this Agreement, the Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policy of insurance: A policy of professional liability insurance written on an occurrence or claims made basis with limits of a minimum of $1,000,000. EXHIBIT "B" SCHEDULE OF COMPENSATION Total compensation for services and expenses provided hereunder shall not exceed $60,000 over the contract term. Services shall be provided on a time and materials basis in accordance with the following rate schedule: Personnel Hourly Rates: ,Adjustor $51.00 per hour Office staff $28.05 Allocated Expenses: Photographs $2.00 per print Mileage @ IRS approved rate Administrative Expense: Includes online access to "myCarlWarren" $400/month (billed quarterly) California All-Purpose Acknowledgment State OfCalifo County of ss. On ( before me, I f Y q(J&_'41_0 personally appeared :iiiyn [ l}l a personally known to me ❑ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/shelthey executed the same in his/her/their autho- rized capacity(ies), and that by his/her/their signature(s) on the Instrument the person(s), or the en- tity upon behalf of which the person(s) acted, executed the instrument. W T SS my h d and officials VI Si a r of Notary Other Information This mfarnauor, not rcgwred by Fate law, but i, hciplld i, pmvur4ng haud Type of Ackowledgment: ❑ Individual ❑ Corporate ❑ Partnership ❑ Atlomey-ni-Fact ❑ Other: Document Identification: Name/Type-____ _ Date. # of Pages: Other Info: lo=al Entry k' Signer Information None, Capacity(if corporate): (D200S Goldmt S[mc Notary www GuldcnSwIcNotnry.com fN8R1163.1977