HomeMy WebLinkAboutCarl Wareren Co Contract.pdfCONTRACT INFORMATION SHEET
DATE:
Contract No.: P-21-236 Vendor Number: 0000286423
Contract Title: Third Party Claims Name/Address: Carl Warren & Company, LLC
Administration Contract 1782 East 17th St. Suite 111
Tustin, CA 92780
Contract Period: 6/1/21 - 5/31/22 Representative: Richard McAbee
Using Agencies: Human Resources Phone No.: 602 485-8828
Email:
Terms: Net 45
Total Contract Amt.: 75,000.00
Buyer Name: Bryan Hernandez
Requisition No: 8922100146 Org: 89250100
Supersedes:
X NEW RENEWAL ADJUSTMENT
TICK DATE REFERENCE (RFQ# / RFP#) Suspension of Competition
DESCRIPTION: 6/25/21 – Contract signed and entered into eContracts. This is a vendor contract signed Gary Cornuelle based on a
Suspension of Competition on behalf of Human Resources.
SPECIAL INSTRUCTIONS:
DISTRIBUTION: Completed By: Date: Completed By: Date
DEPARTMENT:
REQUISITIONER:
Rev 1/2/15
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THIRD PARTY CLAIMS ADMINISTRATION CONTRACT
THIS AGREEMENT, entered into effective JUNE 1, 2021 by and between THE COUNTY OF
FRESNO, hereinafter called the "PRINCIPAL," and CARL WARREN & COMPANY, LLC,
hereinafter called "CONTRACTOR," is for certain services as outlined in connection with the
duties and responsibilities of administering a program of self-insurance.
W I T N E S S E T H
WHEREAS, as a result of a consultant’s report, PRINCIPAL has a need for a qualified third party
to assist in the duties and responsibilities of administering PRINCIPAL’s third-party general
liability claims, which include investigating, determining liability, assessing damages and
negotiating settlements; 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. CONTRACTOR’s OBLIGATIONS
CONTRACTOR shall: (a) Investigate, secure all relevant reports including police reports,
recorded statements, photographs, site inspections, establish liability, prepare settlement
authority documents for review by Risk Manager, Human Resources Director, and Chief
Administrative Officer for settlements over $5,000 negotiate settlements within specified
authority, and reject tort claims as appropriate; (b) Administer PRINCIPAL’s General Liability
program; and (c) Provide to PRINCIPAL field claims services.
2. TERM OF AGREEMENT
The term of the Agreement (the “Term”) shall commence on JUNE 1, 2021 and continue
through MAY 31, 2022, unless terminated earlier as provided in Section 8 herein. This
agreement may be extended for one (1) additional consecutive twelve (12) month
period upon written approval of both parties no later than thirty (30) days prior to the
first day of the next twelve (12) month extension period. The Director of Human
Resources, or her designee, is authorized to execute such written approval on behalf of
COUNTY based on CONTRACTOR’s satisfactory performance.
3. PRICING
PRINCIPAL agrees to pay CONTRACTOR for claims administration services provided
as follows:
Bodily Injury Claims at a Flat Rate of $900 per claim
Property Damage Claims at a Flat Rate of $500 per claim, excluding the appraisal costs.
The fees mentioned above include initial file setup, securing recorded statements,
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collection of relevant reports, preparing settlement authority documents for review by
Risk Manager, Human Resources Director, and Chief Administrative Officer for
settlements over $5,000, negotiate settlements within specified authority, rejection of tort
claims and all other costs listed as included in the table below.
CLAIMS ADMINISTRATION SERVICES FLAT RATE PER CLAIM
Bodily Injury $900 per suffix
Bodily Injury (Additional suffixes per claim) $700 per suffix
Property Damage $500 per suffix
plus cost of appraisal
Property Damage (Additional suffixes per claim) $400 per suffix
plus cost of appraisal
Telephone Included
Copy Work Included
Stenographs Included
Postage Included
Office Expense Included
Claims Set-Up Fee Included
Data Processing Included
Index Bureau (ISO Claims Search and OFAC) Included
MMSEA Filing Fee (liability claims) Included
Miscellaneous/Allocated Loss Adjustment Expenses
(i.e. police reports, medical records, etc.) At Cost
Field Work Services
Field work $90 per hour
Mileage IRS rate
Photographs Included
Duplicate Photographs Included
Ancillary Services
Appraisals At Cost
Surveillance/Fraud Unit At Cost
CLAIMS ADMINISTRATION SERVICES TIME & EXPENSE-COMPOSITE
Adjuster Services $90 per hour
Supervisor $95 per hour
Mileage IRS rate
Appraisals At Cost
Photos Included
Telephone Included
Copy Work Included
Stenographs Included
Postage Included
Office Expense Included
Claims Set-Up Fee $45 per suffix
Data Processing $45 per suffix
Index Bureau (ISO Claims Search and OFAC) $20 per filing
MMSEA Filing Fee (liability claims) $5 per filing
Miscellaneous/Allocated Loss Adjustment Expenses
(i.e. police reports, medical records, etc.) At Cost
NOT TO EXCEED PER ONE (1) YEAR TERM OF THE
AGREEMENT $50,000
The above fee schedule does not include “Allocated Expenses”, defined to mean
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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. These costs include professional photography, securing police
reports, bulk copy jobs and private investigators. The total cost of Allocated Expenses
will not exceed Twenty-Five Thousand and No/100 Dollars ($25,000) per year. Allocated
Expenses do not include the fees payable to CONTRACTOR pursuant to the fee schedule
in this Section 5, 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. PRINCIPAL agrees to pay for the cost of all reasonable and
supportable Allocated Expenses incurred in connection with the services under this
Agreement.
For costs related to independent medical examinations, professional engineering
services, laboratory services and legal costs and fees. The CONTRACTOR will obtain
PRINCIPAL’s approval of an Allocated Expense prior to incurring such expense and
PRINCIPAL will be billed directly for these costs.
CONTRACTOR shall submit a detailed invoice on contractor letterhead, to include the
following information: claim setup, dates of service provided, number of staff hours
worked, identification of bodily injury, property damage claims. CONTRACTOR shall submit
monthly invoices to the County of Fresno, Risk Management Division located at 2220 Tulare
Street, 16th Floor Fresno, CA 93721, or electronically to e-mail address:
SJohnson@fresnocountyca.gov.
Payments by PRINCIPAL shall be in arrears, for services provided during the preceding
month, within forty-five (45) days from date of receipt, verification and approval of
CONTRACTOR’S invoice and supporting documentation by PRINCIPAL. If CONTRACTOR
should fail to comply with any provision of the Agreement, PRINCIPAL shall be relieved
of its obligation for further compensation
4. 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.
5. 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.
6. MODIFICATION
Any matters of this Agreement may be modified from time to time by the written consent
of all the parties without, in any way, affecting the remainder.
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7. NON-ASSIGNMENT
Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties
under this Agreement without the prior written consent of the other party.
8. TERMINATION 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 thirty (30) 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 4
PRINCIPAL’S RESPONSIBILITIES shall qualify as cause under this Section.
c. Termination by CONTRACTOR. CONTRACTOR may terminate this Agreement
pursuant to Section 12(f).
9. DISPOSITION OF FILES ON TERMINATION OF AGREEMENT
All files on each claim shall be property of the PRINCIPAL. CONTRACTOR shall return
files with all information, including documents, recorded statements, photographs,
medical reports court records, attorney-client privileged documents and any other
information gathered in the investigation and secured by Contractor
a. on each claim to PRINCIPAL within 30 days of the expiration or termination of this
agreement.
b. In the event of expiration of the Agreement, non-renewal thereof, or termination,
CONTRACTOR shall bill the PRINCIPAL, subject to the rates quoted in Section 3
herein above, for work completed by CONTRACTOR on each claim.
10. HOLD HARMLESS
CONTRACTOR agrees to indemnify, save, hold harmless, and at PRINCIPAL's request,
defend the PRINCIPAL, its officers, agents, and employees from any and all costs and
expenses (including attorney’s fees and costs), damages, liabilities, claims, and losses
occurring or resulting to PRINCIPAL in connection with the performance, or failure to
perform, by CONTRACTOR, its officers, agents, or employees under this Agreement, and
from any and all costs and expenses (including attorney’s fees and costs), damages,
liabilities, claims, and losses occurring or resulting to any person, firm, or corporation who
may be injured or damaged by the performance, or failure to perform, of CONTRACTOR,
its officers, agents, or employees under this Agreement.
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11. INSURANCE
Without limiting the PRINCIPAL's right to obtain indemnification from CONTRACTOR or
any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect,
the following insurance policies or a program of self-insurance, including but not limited
to, an insurance pooling arrangement or Joint Powers Agreement (JPA) throughout the
term of the Agreement:
Commercial General Liability: Commercial General Liability Insurance with limits of not less
than two million dollars ($2,000,000) per occurrence and an annual aggregate of four
million dollars ($4,000,000). This policy shall be issued on a per occurrence basis. PRINCIPAL
may require specific coverages including completed operations, products liability,
contractual liability, Explosion-Collapse-Underground, fire legal liability or any other liability
insurance deemed necessary because of the nature of this contract.
Automobile Liability: Comprehensive Automobile Liability Insurance with limits of not less
than One Million Dollars ($1,000,000) per accident for bodily injury and for property
damages. Coverage should include any auto used in connection with this Agreement.
Professional Liability: Not limited to licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W.,
M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than two
million dollars per occurrence, three million dollars annual aggregate. CONTRACTOR agrees
that it shall maintain, at its sole expense, in full force and effect for a period of three (3)
years following the termination of this Agreement, one or more policies of professional
liability insurance with limits of coverage as specified herein.
Cyber Liability: Cyber Liability Insurance with limits of not less than two million dollars
($2,000,000) per occurrence, two million dollars ($2,000,000) annual aggregate
Worker's Compensation: A policy of Worker's Compensation insurance as may be required
by the California Labor Code.
Additional Requirements Relating to Insurance: CONTRACTOR shall obtain endorsements
to the Commercial General Liability insurance naming the County of Fresno, its officers,
agents, and employees, individually and collectively, as additional insured, but only
insofar as the operations under this Agreement are concerned. Such coverage for
additional insured shall apply as primary insurance and any other insurance, or self-
insurance, maintained by PRINCIPAL, its officers, agents, and employees shall be excess
only and not contributing with insurance provided under CONTRACTOR's policies herein.
This insurance shall not be cancelled or changed without a minimum of thirty (30) days
advance written notice given to PRINCIPAL.
CONTRACTOR hereby waives its right to recover from PRINCIPAL, its officers, agents, and
employees any amounts paid by the policy of worker’s compensation insurance required
by this Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such
policy that may be necessary to accomplish such waiver of subrogation, but
CONTRACTOR’s waiver of subrogation under this paragraph is effective whether or not
CONTRACTOR obtains such an endorsement.
Within Thirty (30) days from the date CONTRACTOR signs and executes this Agreement,
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CONTRACTOR shall provide certificates of insurance and endorsement as stated above
for all of the foregoing policies, as required herein, to the County of Fresno, (Steve
Johnson, County of Fresno Risk Manager, 2220 Tulare Street, 16th Floor, Fresno, CA 93721),
stating that such insurance coverage have been obtained and are in full force; that the
County of Fresno, its officers, agents and employees will not be responsible for any
premiums on the policies; that such Commercial General Liability insurance names the
County of Fresno, its officers, agents and employees, individually and collectively, as
additional insured, but only insofar as the operations under this Agreement are
concerned; that such coverage for additional insured shall apply as primary insurance
and any other insurance, or self-insurance, maintained by PRINCIPAL, its officers, agents
and employees, shall be excess only and not contributing with insurance provided under
CONTRACTOR's policies herein; and that this insurance shall not be cancelled or
changed without a minimum of thirty (30) days advance, written notice given to
PRINCIPAL.
In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein
provided, the PRINCIPAL may, in addition to other remedies it may have, suspend or
terminate this Agreement upon the occurrence of such event.
All policies shall be issued by admitted insurers licensed to do business in the State of
California, and such insurance shall be purchased from companies possessing a current
A.M. Best, Inc. rating of A FSC VII or better.
12. MISCELLANEOUS
a. Governing Law. This Agreement shall be construed and enforced in accordance with
and governed by the laws of the State of California. Venue for any action arising
out of or related to this Agreement shall only be in Fresno County, 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 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: In performance of the work, duties and obligations
assumed by CONTRACTOR under this Agreement, it is mutually understood and
agreed that CONTRACTOR, including any and all of the CONTRACTOR'S officers,
agents, and employees will at all times be acting and performing as an independent
contractor, and shall act in an independent capacity and not as an officer, agent,
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servant, employee, joint venture, partner, or associate of the PRINCIPAL. Furthermore,
PRINCIPAL shall have no right to control or supervise or direct the manner or method by
which CONTRACTOR shall perform its work and function. However, PRINCIPAL shall retain
the right to administer this Agreement to verify that CONTRACTOR is performing its
obligations in accordance with the terms and conditions thereof.
CONTRACTOR and PRINCIPAL shall comply with all applicable provisions of law and
the rules and regulations, if any, of governmental authorities having jurisdiction over
matters the subject thereof.
Because of its status as an independent contractor, CONTRACTOR shall have
absolutely no right to employment rights and benefits available to PRINCIPAL
employees. CONTRACTOR shall be solely liable and responsible for providing to, or
on behalf of, its employees all legally required employee benefits. In addition,
CONTRACTOR shall be solely responsible and save PRINCIPAL harmless from all
matters relating to payment of CONTRACTOR'S employees, including compliance
with Social Security withholding and all other regulations governing such matters. It
is acknowledged that during the term of this Agreement, CONTRACTOR may be
providing services to others unrelated to the PRINCIPAL or to this Agreement.
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. Audits And Inspections: The CONTRACTOR shall at any time during business hours,
and as often as the PRINCIPAL may deem necessary, make available to the
PRINCIPAL for examination all of its records and data with respect to the matters
covered by this Agreement. The CONTRACTOR shall, upon request by the
PRINCIPAL, permit the PRINCIPAL to audit and inspect all of such records and data
necessary to ensure CONTRACTOR’s compliance with the terms of this Agreement.
If this Agreement exceeds ten thousand dollars ($10,000), CONTRACTOR shall be
subject to the examination and audit of the Auditor General for a period of three (3)
years after final payment under contract (Government Code section 8546.7).
h. Notices: The persons and their addresses having authority to give and receive notices
under this Agreement include the following:
COUNTY CONTRACTOR
COUNTY OF FRESNO CARL WARREN & COMPANY, LLC
Steve Johnson
Risk Manager
T: (559) 600-1851
2220 Tulare Street, 16th Floor
Fresno, CA 93721
Richard McAbee
Chief Marketing Officer
T: 602-485-8228
17862 E. 17th St, Suite 111
Tustin, CA 92780
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All notices between the PRINCIPAL and CONTRACTOR provided for or permitted under
this Agreement must be in writing and delivered either by personal service, by first-class
United States mail, by an overnight commercial courier service, or by telephonic
facsimile transmission. A notice delivered by personal service is effective upon service
to the recipient. A notice delivered by first-class United States mail is effective three
PRINCIPAL business days after deposit in the United States mail, postage prepaid,
addressed to the recipient. A notice delivered by an overnight commercial courier
service is effective one PRINCIPAL business day after deposit with the overnight
commercial courier service, delivery fees prepaid, with delivery instructions given for
next day delivery, addressed to the recipient. A notice delivered by telephonic
facsimile is effective when transmission to the recipient is completed (but, if such
transmission is completed outside of PRINCIPAL business hours, then such delivery shall
be deemed to be effective at the next beginning of a PRINCIPAL (business day),
provided that the sender maintains a machine record of the completed transmission.
For all claims arising out of or related to this Agreement, nothing in this section
establishes, waives, or modifies any claims presentation requirements or procedures
provided by law, including but not limited to the Government Claims Act (Division 3.6
of Title 1 of the Government Code, beginning with section 810).
i. Disclosure of Self-Dealing Transactions: This provision is only applicable if the
CONTRACTOR is operating as a corporation (a for-profit or non-profit corporation) or if
during the term of the agreement, the CONTRACTOR changes its status to operate as
a corporation.
Members of the CONTRACTOR’s Board of Directors shall disclose any self-dealing
transactions that they are a party to while CONTRACTOR is providing goods or
performing services under this agreement. A self-dealing transaction s hall mean a
transaction to which the CONTRACTOR is a party and in which one or more of its
directors has a material financial interest. Members of the Board of Directors shall
disclose any self-dealing transactions that they are a party to by completing and
signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit A and
incorporated herein by reference, and submitting it to the PRINCIPAL prior to
commencing with the self-dealing transaction or immediately thereafter.
j. 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.
k. Confidentiality: All services performed by CONTRACTOR under this Agreement shall
be in strict conformance with all applicable Federal, State of California and/or local
laws and regulations relating to confidentiality.
l. Electronic Signature: The parties agree that this Agreement may be executed by
electronic signature as provided in this section. An “electronic signature” means