Citizens Management Inc./City of CarmelCDtj O-L 4 ' o ?.. 2 (. ate} 3
CITIZENS MANAGEMENT.INC.
645 WEST GRAND RIVER,
HOWELL, MICHIGAN 48843
SERVICE CONTRACT
SPECIFIC CONDITIONS
This contract is effective for the Peribd of12:01 A,M. standard time
1,.201:2
on January 1, 2009 Ito 12:01. A.M. standard'.fime on January
between
iem)
The CLIENT, agrees to pay. CITIZENS,MANAGEMENT INC.,service fees as follows:
Administrative Fee and Loss Contfol Fees: (2009-2010)$19,400; (2010-2011)'$J 9,400 and
(2011-2012) $f9,400. Claims Fees. Deposits are as.follows: (2009-2010) $25;150,.(2010-2011)
$25;'150 and,(201172012) $25;150 for a•total estimated Claims Fee deposit of $75;450. Final
Cl'aims'Fees'wilt be determined at a rate of $140 foi each Medical Only claim (iticluding.all -0-
payrnent-files) and $750 for each Indemnity claim (including anypolice"or f1refighter'clairns;1hat
involve disability payments by the Client or the'Pension.Fund): If at six (6) months (July 1),
following each annual,contract period the Claims Fees earned are less than the deposit; uny excess
will be.returned to the CLIENT If the Claims-Fees earried exceed the Deposit at any time, the
CLIENT may be charged-the per'claim fees. as'additional cW ms occui-The total. estimated service
fee'for January'l, 2009 to January 1, 2012'is$h33;650. The; annual minimum service fee is
$19,400 (theadministrati've aM'loss control; fee).
This contract may be terminated bye'ithcr party at anytime, without penafty provided that written notice
of such termination is provided to the non-terminating ,paity at least,thirty (30),calendar days-before the
effective date ofanysach termination. however; if this contract is'lerininated effective on a date other
than the normal anniversary date of January 150, then ithe,pro rata-share of the annual minimum fee.'of
$19,400 would7apply as an earnedd<fee.in addition to the actual earned claims fee due (for claims managed
by CITIZENS. MANAGEMENT INC: that occurred during the "c(jntract period, in effect). 'Normal
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claims count audits will continue at six month intervals following termination of this contract.
In the event of Cancellation or non-renewal of this or future contracts, CITIZENS MANGEMENT INC.
will continue to handle claims at no additional fee for 12 months beyond cancellation or non-renewal
date. Beginning 12 months after cancellation or non-renewal date, CLIENT agrees to pay $450 per
Claim, per year or partial year, for each Claim that remains open. In exchange for this payment,
CITIZENS MANAGEMENT INC. agrees to provide the following services.
3. CITIZENS MANAGEMENT INC. shall provide the CLEINT with:
A. Claims handling of all claims incurred during the term of the contract and until final
resolution.
B. Twelve (12) days of Loss Control and zero (0) days of industrial Hygiene Service. If
additional loss control service is desired, the cost will be $1,100 per day for regular
engineering service and $1,200 per day for Industrial Hygiene Service. The per day charge
includes survey, research and preparation time spent in conjunction with the written report.
Any laboratory fees incurred will also be billed separately.
C. Miscellaneous administrative and underwriting functions.
D. Standard Loss Runs - Monthly
E. Annual premium audits.
F. It is further understood and agreed that any service or reports not specifically listed above
that the CLIENT may want will only be produced after being requested in writing with a
full, detailed description of what is needed. This request to be made in a timely fashion
(with a minimum of two weeks lead time). Any charge for an additional service or report
shall be agreed upon in advance by the" CLIENT.
4. This contract applies to claims arising out of losses covered by the Workers' Compensation Act of
the State of Indiana and those Employers' Liability losses for which coverage is provided under the
applicable excess policy.
A. Claims or damages arising out of coercion, criticism, demotion, evaluation,, reassignment,
discipline, defamation, harassment, humiliation, discrimination against or termination of any
employee, or any personnel practices, policies, acts or omissions are not provided under this
contract.
5. The service contract fee and any subsequent additional fees must be paid to CITIZENS
MANAGEMENT INC. within.thirty-five (35) days after the billing date.
Service fees shall be determined annually and shall be effective upon the anniversary date of the
effective date of this contract, so long as thirty (30) days advance written notice of same is
provided to CLIENT.
7. CLIENT will make funds available to CITIZENS MANAGEMENT INC. for allocated loss
expense and Claim payments as-follows:
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To maintain sufficient funds, CITIZENS MANAGEMENT INC. will request additional funds, as
needed, to be paid by CLIENT within three (3) business days from its receipt of the request.
CLIENT hereby gives CITIZENS MANAGEMENT INC. settlement authority as described:
No settlement authority is granted.
CITIZENS MANAGEMENT INC. will retain full authority and control in all matters pertaining
to the administration, handling, investigation, adjustment, settlement, denial and defense of all
claims that exceed the specific and/or the aggregate retention.
9. The CLIENT's claim files will be destroyed according to the following procedure and schedule:
All closed indemnity claim files will be retained by CITIZENS MANAGEMENT INC. for ten
(10) years after the claim is closed. All other claim files will be retained for three (3) years after
closing.
10. The General Conditions attached hereto as.Exhibit A are made a part hereof as though fully set out
herein.
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IN WITNESS WHEREOF, the parties hereto have caused this contract to be executed by authorized
representatives of the parties hereto on the date as set forth below:
City of Carmel, Indiana
BY Lk23 !?::t , L
DATE
CITIZENS MANAGEMENT INC.
TITLE M 102
DATE ) Z / q q TITLE
President
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CITIZENS MANAGEMENT INC.
645 WEST GRAND RIVER
HOWELL, MICHIGAN 48843
SERVICE CONTRACT
GENERAL CONDITIONS
EXHIBIT A
I. ADDITIONAL OBLIGATIONS OF CITIZENS MANAGEMENT INC. UNDER THIS
CONTRACT:
A. To administer, investigate, adjust and settle, or otherwise dispose of claims and, with
CLIENT'S prior consent, arrange for the defense of claims in.suit as in Our judgement is
deemed necessary. Claims administration shall.encompass but would not necessarily be
limited to the following functions (all with the CLIENT's consent where applicable):
Accept or deny, on the CLIENT's behalf, all claims submitted on the basis of the
Workers' Disability Compensation Act of the State of Indiana and the rules and.
regulations pertaining thereto.
2. Provide and maintain panels of selected physicians, surgeons and medical specialists for
treatment of injured workers.
Audit; inspect and closely follow all medical expenses and adjust all charges in
accordance with existing fee schedule(s).
Prepare'and effect all compromises and releases after receiving the CLIENT'S
permission and consent to same before any settlement is offered.
Compute and pay all compensation benefits and medical expenses from funds provided
by the CLIENT for that purpose. Such payments will be disbursed from a loss fund.
Checks/drafts will be issued by CITIZENS MANAGEMENT INC. with a monthly
reconciliation provided or as needed to maintain a Loss Fund adequate to make current
loss payments. A separate Loss Fund amount is to be developed for each plan year.
To maintain sufficient funds, CITIZENS MANAGEMENT INC. will request
additional funds to be paid by CLIENT within three (3) business days from its receipt
of the request.
6. Create and maintain complete files on each reported Claim and assist in effecting
collections from the CLIENT's excess reinsurer(s) on all cases wherein it is entitled to
reimbursement for a loss in excess of its retention.
Provide standard monthly loss reports which, will indicate where and when the injury
occurred; name of claimant; description of injury sustained by claimant; amount paid,
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medical and lost time; unpaid amounts set aside for each Claim and the outstanding
liability existing at the time, each report is made.
8. The cost of services such as fees to attorneys, independent or undercover operatives and
other costs normally considered as Allocated Loss Expenses are not included in Our
fee. Such costs shall be discussed with and consented to by the CLIENT before they are
incurred and-shall thereafter be charged to the individual claim file and paid from the
Loss Fund.
Non-staff rehabilitation and hearing representative services are not provided under. this
contract. Such expenses, shall be discussed with and consented to by the CLIENT
before they are incurred and shall, thereafter be chargeable as Allocated Loss Expenses.
10. Claims or damages arising out of coercion, criticism, demotion, evaluation,
reassignment, discipline, defamation, harassment, humiliation, discrimination against or
termination of any employee, or any personnel practices, policies, acts or omissions are
not provided-under this contract.
B. To determine; subject to the CLIENT'S agreement and consent, what, if anything, should be
paid in settlement of any Claim in view of the nature of the particular Claim and the
applicable laws.
C. To determine subject to the CLIENT'S agreement and consent, what Allocated Loss
Expenses should be incurred in the investigation, adjustment, settlement, and defense of any
Claim.
D. Subject to the above, to make payments in settlement of Claims and to pay Allocated Loss
Expenses, both out of funds provided by You to Us in advance of payment. It will not be the
responsibility of CITIZENS MANAGEMENT INC. to make payments to anyone unless
funds are provided.
E. To maintain a claim file on each reported Claim, which will be available to CLIENT for
inspection and copying, at no additional cost to CLIENT, with seventy-two (72) hours
advance notice at the CITIZENS MANAGEMENT INC. office responsible for the Claim.
F. To advise the CLIENT of major developments which arise in the administration,
investigation, adjustment, settlement or defense of a.particular Claim.
G. To provide loss experience reports in the quantity and with the frequency set forth in the
Specific Conditions.
H. To avoid disclosing the contents of the CLIENT'S files to third parties, except as is lawfully
and reasonably necessary in carrying out Our responsibilities under this contract or as
required by applicable law.
1. To provide for Loss Control and Industrial Hygiene service as set forth in the Specific
Conditions. This includes, but is not necessarily limited to:
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Providing qualified Safety and Industrial Hygiene professionals in the numbers
necessary and in such timely fashion as to abide by the Specific Conditions.
2. Providing copies of all loss control reports and/or industrial hygiene reports to the
CLIENT within (thirty) 30 calendar days of the inspection.
3. Counseling the CLIENT as to loss control or industrial hygiene needs as set forth in the
Specific Conditions.
4. Conducting safety seminars as requested. by the CLIENT and as specified in the
Specific Conditions. These seminars will include instruction in safety practices and
loss control practices.
5. Assisting in loss analysis.
To comply with all terms and conditions in the General Conditions and Specific Conditions
of this contract.
K. CITIZENS MANAGEMENT INC. will assume responsibility for the proper reporting to
and advising the specific and aggregate excess insurance carrier(s),.in accordance with the
excess insurance contracts in force for the respective self-insured period.
II. OBLIGATIONS OF THE CLIENT UNDER THIS CONTRACT:
It is the CLIENT'S obligation under this contract:
A. To pay Us Service Fees in the amount and in the manner prescribed by the Specific
Conditions.
B. To make sufficient funds available upon which We may draw at any time for all Loss
Expense and for all payments in settlement of Claims. You must make such funds available
to Us within the number of days and in the manner set forth in the Specific Conditions. All
Allocated Loss Expense and all payments in settlement of Claims shall be home by You.
C. To report to Us in writing for servicing by Us in accordance with this contract all Claims
which would fall within the definition of "Claim" as contained in these General Conditions.
D. To comply with all other terms and conditions in the General Conditions and Specific
Conditions of this contract.
III. HANDLING CLAIMS TO CONCLUSION AND HANDLING LATE REPORTED CLAIMS
Claims reported to Us under this contract will be processed and adjusted to conclusion and paid by
Us subject to the condition that You continue to maintain the required claims account. We are
responsible for handling claims reported subsequent to the termination of this contract, but only if
they meet.all criteria designated in the "Claim" definition as contained in these General Conditions.
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We will handle all Claims (as defined) occurring during the term of this contract unless relieved of
that responsibility in writing by the Workers' Compensation Board of Indiana.
IV. CANCELLATION OF THIS CONTRACT
In the event of contract Cancellation, You must pay Us the balance of any monies.due;and owing
to Us through the effective date of the Cancellation within thirty-five (35) days from the effective
date of the Cancellation.
V. GENERAL PROVISIONS
A. We shall have such authority and control in all matters pertaining to the administration,
handling, investigation, adjustment, settlement, denial and defense of claims, as are set forth
in the Specific Conditions and/or the General Conditions.
B. We will have the right to deposit in standard banking accounts all monies which You pay to
Us and retain any interest earned thereon.
C. If You fail to make funds available for Us to pay Claims and Allocated Loss Expense, We
will suspend payments of Claims and Allocated. Loss Expense after notice to You until such
funds are available. If the amount of a Claim payment and/or Allocated Loss Expense at any
time exceeds the amount of money in Your Loss Fund, upon notification to You We will wait
until You have increased the amount in the Loss Fund sufficiently to cover the Claim
payment and/or Allocated Loss Expense before making any payment.on such Claim on Your
behalf. We will not be liable for any penalties, fees, assessments or legal judgments rendered
for or based upon the failure to pay Claims or Allocated Loss Expense when such funds are
not available to Us.
D. If You fail to pay CITIZENS MANAGEMENT. INC. Service Fees or the Minimum Service
Contract Fee as required or to maintain the required Loss Fund or in any other way breach
this contract, CITIZENS MANAGEMENT INC. will be free to request from the Workers'
Compensation Board of Indiana, relief from any other further claims servicing obligations.
We will handle all Claims occurring during the term of this contract unless so relieved in
writing.
E. We have the right to amend the amount of money You are required to keep in Your Claims
Account, subject to industry standards and no earlier than thirty (30) days after the date on
which written notice is provided to You of such amendment.
F. If You fail to make timely payments of any monies owing to Us under this contract for
Claims settlements, Allocated Loss Expense or fees for services rendered, We have the right
to recover those expenses from You, subject to timely prior notice.
G. We will have the right to communicate with the insurance carrier providing coverage in
excess of Your self-insured retention/deductible exposure when in Our reasonable judgement
it is deemed necessary to do so. You will be promptly notified of all..such communications
and the substance thereof. We may provide information to that carrier. relating to any open or
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closed claim(s) or loss(es) regardless of whether such claim(s) or loss(es) involve or may
involve the carrier.
H. Failure by Us to settle a Claim within any wTitten settlement authority We may be given by
the CLIENT will not subject Us to liability above such settlement authority limit-in the event
of an adverse judgement, nor will such failure to settle subject Us to any liability whatsoever.
1. The provisions of this contract are for the sole benefit of the parties and neither party hereto
will be liable to any person not a party to this contract for any loss, liability, damage, or
expense. This contract may not be assigned.
The General Conditions and Specific Conditions contain-the entire agreement by and
between the parties with respect to the matters described herein. This contract may be
modified or amended only in writing signed by both parties. No handwritten or typed
amendments to this contract are enforceable unless signed or initialed by both parties hereto.
K. The interpretation and performance of this contract shall be governed by the laws of the State
of Indiana.
L. We have the right to keep copies of all claim files.
M. CLIENT shall hold CITIZENS MANAGEMENT INC. free of liability for all penalties,
fees, fines, costs and/or any other charges which are imposed against CLIENT due to
delinquent medical payments caused by CLIENT's delay in forwarding bills to CITIZENS
MANAGEMENT INC.. for payment.
N. HOLD HARMLESS
The CLIENT agrees to indemnify, defend and hold harmless CITIZENS MANAGEMENT
INC. and its directors; officers, shareholders, employees and agents against any and all
claims, lawsuits, settlements, judgements, costs; penalties and expenses, including all
attorney's fees of any kind whatsoever. resulting from or arising out of or in connection with:
a. Actions taken by CITIZENS MANAGEMENT. INC. pursuant to instructions from
CLIENT or its authorized officers, employees or agents.
b. The failure of the drawee bank to honor any draft by reason of inadequacy of funds in
the Bank Account, whether such claim is.brought by a,payee, endorser, endorsee,
holder, or any bank.
CITIZENS MANAGEMENT INC. agrees to indemnify, defend and hold harmless
CLIENT and its directors, officers, shareholders, employees and agents against any and all
claims,. lawsuits, settlements, judgements, costs, penalties and expenses, including all
attorney fees resulting from or arising out of or in connection with and negligence, fraud,
errors or omissions of CITIZENS MANAGEMENT INC.
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-VI; DEFINITIONS
A. "Allocated Loss Expense(s)" means any cost or expense ibeurred on'Your behalf,as a result.
of Our engagement of the service(s) of firms or persons outside+our organization for work in
connection with the:investigation,' adjustment,:settlement.or"defense ofa,particular Claim.
.Allocated Loss Expense includes, but is not limited to,subrogation; fehabilitation;
automobile appraisal;.all court costs, feesand expenses; fees for.services"of process; fees to
attom6ys; the cost of services of.undercover operations and detectives; fees;ofindependent
adjusters or attorneys for investigation ofadjustnient of claims in areas removed from
reasonable. access to Our salaried employees; the cost of employing :experts for the purpose of
preparing,maps, photographs, diagrams,. chemical onphysical analysis,or..giving expert
advice'or opiiuon; dSe cost of copies of transcripts of testimony at coroner's inquests or
criminal or civil proceedings;, the cost of obtaining' copies of any public: ecords; andtbetcosts,
of depositions and.Court reporterror recorded statements., Allocated Loss Expense-is=not,
included in either the Minimum Contract Fee nonthe Claims Service Fees: Allocated Loss
Expense,is not subject to any Settlement Authority Limit. Pehalties;assessed against the
CLIENT for ihe.late, reporting'of a Claim are.not included in.A located Loss Expense'norin
the Service.Fee. If sucI penalty arises out,of.a failure by'CITIZENS IA' DEMENT
INC.,'such,penalty will'be borne by CITIZENS MANAGEMENT,,INC. Such penalties are
to be borne by the responsible party outside of this contract:
K "Cancellation" means the mvocatioh of this contract-prior to the end o£the contract-period
stated in the'Specific. Conditions:
C. "Claim(s)"means, each monetary demand,against-You based upon. damage(s) resulting from
bodily injury to a covered worker if the demand:
1. is based on or.arises;out of an occurrence which takes place during the term ofthis
contract or, in the event of Cancellation, is"based on or, arises "oitof an occurrence
which,takes place duringthe term of this.contractand prior to _the effective date of such
Cancellation;,and"
2, constitutes the type of claim described in the Specific Conditions.
D. "Service Fees" means the amount-owing to CITIZENS MANAGEMENT'INC. as setforth.
in the Specific Conditions`and does not•include Allocated Loss Expenses or Claim, payments.
E.. "Loss Fund" means the monies-which,You'have made available to Us for use in paying.
Allocated Loss Expense and Claim payments"on Your behalf.
F. "Minimum: Service Contract 'Pee" means the minimum,amount which You must;pay.to
CITIZENS MANAGEMENT INC. fo"r"services rendered'.. This fec is set, forth in the
Specific Conditions..
G. "Settlement, Authority Limi f=' means the total amount of'inoney which-you are authorizing,us
to spend (without seeking any prior approval from, you) in order to settle any;single claim..
This Iimit is set forth in the Specific Conditions: Allocated Loss Expenses are not subject to
thc?Settlement Authority Limit.
P.age.6
H. "Termination"; means the expiration of.thi's contract at the end'of•the contract period stated in
the Specific Conditions of as otherwise peripitted"by-th(?terms of this contract..
1. "We'?, "Our" and "Us7 means,CTTIZENS MANAGEMENT INC. and' is employees, agents
and representatives.
J. "You" and."Your!' means the person; persons, entity, or entities listed as the "CLIENT",,in
the Specific Conditions of this contract.
(THE.REMAINDER OF THISTAGEIS INTENTIONALLI' LEFT BLANK)
eityofc: el
12-22-081sm)
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