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R08-092 II I I 2 RESOLUTION NO. R08- Of 2/ 3 . 4 5 A RESOLUTION OF THE CITY COMMISSION OF 6 BOYNTON BEACH, FLORIDA, APPROVING A 7 SERVICE AGREEMENT BETWEEN THE CITY OF 8 BOYNTON BEACH AND COMMERCIAL RISK 9 MANAGEMENT, INC., FOR WORKERS' 10 COMPENSATION THIRD PARTY ADMINISTRATION; II AUTHORIZING THE CITY MANAGER AND CITY 12 CLERK TO EXECUTE SAID AGREEMENT; AND 13 PROVIDING AN EFFECTIVE DATE. 14 15 16 WHEREAS, efforts by City staff to reduce costs have resulted in a proposal to 17 unbundle services provided by the current third party administrator; and 18 WHEREAS, the City's Consultant obtained, analyzed and recommended change to a 19 new provider identitying specific services to be provided; and 20 WHEREAS, the City Commission of the City of Boynton Beach deems it in the best 21 interest, health, safety and welfare of the citizens and residents of Boynton Beach to enter into 22 the twelve (12) month Service Agreement with Commercial Risk Management, Inc. 23 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 24 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 25 Section 1. Each Whereas clause set forth above is true and correct and 26 incorporated herein by this reference. 27 Section 2. The City Commission of the City of Boynton Beach, Florida hereby 28 approves and authorizes the City Manager and City Clerk to execute the Service Agreement 29 between the City of Boynton Beach and Commercial Risk Management, Inc., for workers' 30 compensation third party administration services, a copy of said Agreement is attached hereto s. IC A \RESO\Agreements-Commercial Risk Management doc ff I ] as Exhibit "A". 2 Section 3. That this Resolution shall become effective immediately upon passage. 3 PASSED AND ADOPTED this ~ day of August, 2008. 4 5 CITY OF BOYNTON BEACH, FLORIDA 6 7 8 9 10 1 ] 12 13 14 15 16 17 ]8 19 20 21 Commissione: - WOOdrowz 22 L~7~L-//~ 23 24 25 Commissioner - Marlene Ross 26 ATTEST: 27 28 .by 29 30 Ja t M. Prainito, CMC 31 Ity Clerk 32 33 34 35 36 S \CA\RESO\Agreements-Commerclal Risk Management.doc (;f;O 1 Z, SERVICE AGREEMENT TIllS SERVICE AGREEMENT (the "Agreement") is made and entered into by and between COMMERCIAL RISK MANAGEMENT, INC. (referred to as the "Company") and CITY OF BOYNTON BEACH, FLORIDA (referred to herein as the "Self.Insured"). In consideration of the covenants and conditions set forth below to be performed and observed by the parties hereto and in consideration of the sum often dollars ($10.00) and other good and valuable considerations passing between the parties hereto, it is agreed as follows: 1. The excess workers' compensation and employers liability insurance coverage is to be placed by others. 2. So long as this Agreement remains in effect, the Company will furnish claims handling and statistical data, including filing of all forms and reports (from data supplied by the Self.Insured) as required by the Florida Department of Financial Services. 3. The Company will handle to a conclusion all claims which occur during the period that this Agreement remains in effect. The cost of handling the tail for the initial twelve (12) month term of this Agreement and for each one.year renewal of the term of this Agreement will be considered to be included in the Annual Service Fee to be paid upon each renewal of the term of this Agreement. However, in the event of any cancellation of this Agreement, the Self-Insured shall pay to the Company an administrative fee for handling the tail in an amount to be negotiated between the Company and the Self-Insured, which administrative fee shall not exceed ten percent (10%) of paid loss, and which administrative fee shall be payable on a monthly basis as invoiced by the Company. Furthermore, in the event of any cancellation of this Agreement, the Company agrees to continue to provide claims adjusting services on all claims incurred during the period that this Agreement was in effect, if requested to do so by the Self-Insured, for a maximum period of ninety (90) days. The Company shall be entitled to a fee for such continuing claims adjusting services equal to a pro.rata portion of the Annual Service Fee specified below, payable monthly as invoiced by the Company. In the event claims files and claims servicing responsibilities are transferred to a new service company, the Company will provide an accounting of all claims and claims activity to the new service company. Upon the transfer of the files and final accounting of the claims Page 1 of 4 activity, the Company shall be released from all further responsibility and liability under this Agreement and the Self-Insured shall indemnify and hold harmless the Company with respect to all claims activity occurring on and after the date of such transfer. In the event of the insolvency of the Self-Insured, the Company will provide claims adjusting services on all claims incurred during the period that this Agreement was in effect for a maximum period of ninety (90) days or until relieved of this responsibility by the Division of Workers' Compensation of the Department of Financial Services. The Company shall be entitled to a fee for such continuing claims adjusting services equal to a pro rata portion of the Annual Service Fee specified below, payable monthly as invoiced by the Company. The Company acknowledges that files containing the records of the Self-Insured's claims shall belong to the Self-Insured, provided that the Company shall, at its expense, have the right to retain copies of any and all such records to the extent determined appropriate by the Company. All claim expenses commonly referred to in the insurance industry as "Allocated Claims Expenses" shall be the responsibility of, and paid by, the Self.Insured. Without limiting the generality of the immediately preceding sentence, the term "Allocated Claims Expenses" shall include such items as attorneys' fees, court costs and independent investigative claims costs. 4. Manual Premium is computed by multiplying unlimited payroll by class times National Council on Compensation Insurance ("NCCf') manual rates in effect for the auditable period. Standard Premium equals Manual Premium times experience modification, computed in accordance with the Rules of NCCI. Furthermore, NCCI rates will be utilized to determine Florida State Assessments and Guaranty Fund Assessments. All such Assessments shall be paid directly by the Self-Insured to the Florida Department of Financial Services on a quarterly basis, as invoiced. 5. The Self-Insured shall pay to the Company, for the Company's services under this Agreement (except as otherwise provided in this Agreement), an Annual Service Fee (referred to herein as the "Annual Service Fee"). The initial Annual Minimum and Deposit Service Fee shall be $24,900.00 adjustable by final annual payroll audit at a rate of 1.32% of Manual Premium. January 1, 2008 manual rates will be used for calculating the audited service fee for the term of this Agreement. The Annual Service Fee is payable in four quarterly payments of $6,225.00 as invoiced by the Company. C#V'ee--~ to l..O e 'l Cf!!t 6. The term of this Agreeme shall be twelve (12) months, with such term being deemed to have commenced at 12:01 .m. on October 1, 2008, and with such term to terminate at 12:01 a.m. on September 30, 010 Any renewal of the term of this Agreement shall be documented by an instrument in wnting signed on behalf of both the Company and the Self- Insured. Notwithstanding the foregoing provisions of this paragraph, either the Self-Insured or the Company shall have the right to cancel this Agreement solely by giving the other not less than sixty (60) days' advance written notice of the proposed date of cancellation. Any such cancellation of this Agreement shall be subject to all of the applicable terms and provisions of this Agreement. Page 2 of 4 . 7. Each notice, request, demand, consent, approval or other communication required or permitted under this Agreement (collectively a "notice") shall be valid only if it is (a) in writing [or sent by telex, telegram or telecopy and promptly confirmed in writing] and (b) addressed by the sender to the other party at its address and in the manner set forth below: a. If to the Company: COMMERCIAL RISK MANAGEMENT, INC. Post Office Box 18366 Tampa, Florida 33679.8366 b. If to the Self.Insured: CITY OF BOYNTON BEACH, FLORIDA P.O. Box 310 Boynton Beach, FI 33425 Except as otherwise provided herein, each notice shall be effective on the earlier of its receipt, if delivered personally or by courier, or the third day after it (or the written confirmation of it) is postmarked for dispatch by first-class, postage prepaid, certified or registered, United States Mail, with return receipt requested (whether or not the return receipt is subsequently received by the sender). Any party wishing to change the person or address to which notices are to be given may do so by complying with the notice provisions of this paragraph. 8. This Agreement embodies the entire Agreement and understanding between the parties with respect to the subject matter hereof: expressly superseding all prior Agreements and understanding, whether oral or written. No amendment, modification or attempted waiver of any provisions of the Agreement shall be binding upon either party to this Agreement unless reduced to writing and signed by or on behalf of each of the parties to this Agreement. The waiver by either party of any breach of any covenant or condition of this Agreement shall not be construed as a waiver of any subsequent breach of such covenant or condition or of the breach of any other covenant or condition contained in this Agreement. Any number of counter parts of this Agreement may be signed and delivered, each of which shall be considered an original and all of which, together, shall constitute one and the same instrument. The normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be utilized in the interpretation or construction of this Agreement. This Agreement shall be governed by and shall be construed in accordance with the laws of the State of Florida. In the event any litigation shall be instituted for the purpose of enforcing any of the provisions of this Agreement, the prevailing party, as determined by the court having jurisdiction thereof: shall be entitled to recover from the non-prevailing party, in addition to all other relief: an amount equal to all costs and expenses incurred in connection with such litigation, including, without limitation, reasonable attorneys' fees at the pretrial level, the trial level and in connection with all appellate proceedings. The provisions of this Agreement shall be binding upon, and shall inure to the benefit of: the parties hereto, and their respective successors and assigns. Page 3 of 4 IN WITNESS WHEREOF, the Company ~ caused this ~eement to be executed by its undersigned officers duly authorized this "LS - day of '-' v ~l ' 2008, but effective as of October 1, 2008. 1 ::~;~~,~c. its Vice President ~h its PreSident IN WITNESS WHEREOF, the Self-Insured has caused this Agreement to be executed by its undersigned officers duly authorized this day of . 2008, but effective as of October 1, 2008. CITY OF BOYNTON BEACH, FLORIDA By: Its ATTEST: By: Its APPROVEO AS TO FORM: e/TV ATTORNEY Page 4 of 4 IN WITNESS WHEREOF, the Company ~ caused this ~eement to be executed by its undersigned officers duly authorized this "2... S - day of '-' v \.1 ' 2008, but effective as of October 1,2008. ' ::;tri~~'INC its Vice President ~k its PresIdent IN WITNESS WHEREOF, the Self-Insured has caused this Agreement to be executed by its undersigned officers duly authorized this 8; day of SepT~Mbe' , 2008, but effective as of October 1, 2008. CITYOF~ronA By: KURT BRESSNER Its r.ITY MANAGER BOYNTON BEACH. FL ATTEST: Bet Yn . __~:t, APPROVED AS TO FORM: "_ ts q -~-08 D~)( CflY ATTORNEY Page 4 of 4 CITY CLERK'S OFFICE MEMORANDUM TO: Chuck Magazine Director, Risk Management FROM: Janet M. Prainito City Clerk DATE: May 28, 2008 RE: R08-092 Service Agreement with Commercial Risk Management, Inc. Attached for your information and files is a copy of the Resolution and a copy of the fully executed agreement mentioned above, I have retained the original for Central File. Please contact me if there are any questions. Thank you. ~m R~l~~fo Attachments cc: Central File S:ICCIWPIAFTER COMMISSIONIDepartmental Transmlttals\20081Chuck Magazine - R08-092 doc