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Citizens Management/HR/Work Comp Services i I CITIZENS MANAGEMENT INC. 645 WEST GRAND RIVER HOWELL, MICHIGAN 48843 SERVICE CONTRACT SPECIFIC CONDITIONS This contract is effective for the period of 12:01 A.M. standard time on January 1, 2012 to 12:01 A.M. standard time on January 1, 2014 between City of Carmel (Client) One Civic Square, Carmel, IN 46032 (Address) hereinafter called "CLIENT" and CITIZENS MANAGEMENT INC a. Michigan Corporation,„ with its office at 645 West Grand River; Howell, Michigan 48843. Both parties do hereby agree to the following terms and conditions(the "Special Conditions as well as to the General Conditions attached to this contract as Exhibit A. 1. This contract covers operations of the CLIENT in the State of Indiana ",only. 2. The CLIENT agrees to pay CITIZENS MANAGEMENT INC. service fees as follows: Administrative Fee and Loss Control Fees: (2012 -2013) $19,850 and (2013 -2014) $19,850. Claims Fees Deposits are as follows: (2012 -2013) $25,450 and (2013 -2014) $25,450 for a total estimated Claims Fee deposit of $50,900. Final Claims Fees will be determined at a rate of $150 for each Medical Only claim (including all -0- payment files) and $850 for each Indemnity claim (including any police or firefighter claims that 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, any excess will be returned to the CLIENT. If the Claims Fees earned exceed the Deposit at any time, the CLIENT may be charged the per claim fees as additional claims occur. The total estimated service fee for January 1, 2012 to January 1, 2014 is $90,600. The annual minimum service fee is $19,850 (the administrative and loss control fee). This contract may be terminated by either party at any time, without penalty, provided that written notice of such termination is provided to the non- ternlinating party at least thirty (30) calendar days before the effective date of any such termination. However, if this contract is terminated effective on a date other than the normal anniversary date of January 1 then the pro rata share of the annual minimum fee of $19,850 would apply as an earned fee in addition to the actual earned claims fee due (for claims managed by CITIZENS MANAGEMENT INC. that occurred during the contract period in effect). Normal claims count audits will continue at six month intervals following termination of this contract. Page 1 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 $600 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 CLEENT with: A. Claims handling of all claims incurred during the term of the contract and until final resolution. B. Eight (8) days of Loss Prevention 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. 6. 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: Page 2 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. 8. 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. 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: ti City of Carmel BY r DATE V -t 2 It bj TITLE /d CITIZENS MANAGEMENT INC. BY E GA DATE Z e TITLE President Page 3 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): 1. 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. 3. Audit, inspect and closely follow all medical expenses and adjust all charges in accordance with existing fee schedule(s). 4. Prepare and effect all compromises and releases after receiving the CLIENT'S permission and consent to same before any settlement is offered. 5. 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. 7. 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, Page 1 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. 9. 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. I. To provide for Loss Control and Industrial Hygiene service as set forth in the Specific Conditions. This includes, but is not necessarily limited to: Page 2 1. 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. J. To comply with all terns 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 borne 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 terns 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. Page 3 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 Page 4 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 written 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. I. 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. J. 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. Page 5 VI. DEFINITIONS A. "Allocated Loss Expense(s)" means any cost or expense incurred 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 of a particular Claim. Allocated Loss Expense includes, but is not limited to, subrogation; rehabilitation; automobile appraisal; all court costs, fees and expenses; fees for services of process; fees to attorneys; the cost of services of undercover operations and detectives; fees of independent adjusters or attorneys for investigation or adjustment 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 or physical analysis, or giving expert advice or opinion; the cost of copies of transcripts of testimony at coroner's inquests or criminal or civil proceedings; the cost of obtaining copies of any public records; and the costs of depositions and court reporter or recorded statements. Allocated Loss Expense is not included in either the Minimum Contract Fee nor the Claims Service Fees. Allocated Loss Expense is not subject to any Settlement Authority Limit. Penalties assessed against the CLIENT for the late reporting of a Claim are not included in Allocated Loss Expense nor in the Service Fee. If such penalty arises out of a failure by CITIZENS MANAGEMENT INC., such penalty will be borne by CITIZENS MANAGEMENT INC. Such penalties are to be borne by the responsible party outside of this contract. B. "Cancellation" means the revocation of this contract prior to the end of 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 of this contract or, in the event of Cancellation, is based on or arises out of an occurrence which takes place during the teen of this contract and 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 set forth 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 Fee" means the minimum amount which You must pay to CITIZENS MANAGEMENT INC. for services rendered. This fee is set forth in the Specific Conditions. G. "Settlement Authority Limit" means the total amount of money which you are authorizing us to spend (without seeking any prior approval from you) in order to settle any single claim. This limit is set forth in the Specific Conditions. Allocated Loss Expenses are not subject to the Settlement Authority Limit. Page 6 H. "Termination" means the expiration of this contract at the end of the contract period stated in the Specific Conditions or as otherwise permitted by the terms of this contract. I. "We "Our" and "Us" means CITIZENS MANAGEMENT INC. and its 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 THIS PAGE IS INTENTIONALLY LEFT BLANK) ServContract {rev: JGG /12/12/95pk {rev: CS /05/14/96pk1 {rev: JGG /1/7/97km} {rev: SG/2/4/97nn1 :rev: AD /10 /1 /97 /nk {rev: GW /6/8/98/nk} {rev: SG /7 /18 /01 /pt} {rev: LC /05/05/04/pt1 CityofCarmel -0112 12-08-11/CB Page 7 CITIZENS MANAGEMENT INC. 808 HIGHLANDER WAY HOWELL, MICHIGAN 48843 SERVICE CONTRACT ADDENDUM No. 1 Medicare Claim Reporting This addendum is to service contract between City of Carmel (Client) One Civil Square, Carmel, IN 46032 (Address) Hereinafter called "CLIENT" and; CITIZENS MANAGEMENT: INC., a Michigan Corporation, with its office at 808 Highlander Way, Howell, Michigan 48843. CONTRACT PERIOD: January 1, 2012 to January 1, 2014 EFFECTIVE DATE: January 1, 2012 Both parties do hereby agree to the following terms and conditions: CITIZENS MANAGEMENT INC. agrees to provide the following additional services: For any claim reported by the CLIENT, CITIZENS MANAGEMENT INC. will provide for the proper reporting to the Center for Medicare Medicaid Services (CMS), in accordance with the Medicare Secondary Payor Mandatory Reporting Provisions in Section 111 of the Medicare, Medicaid and SCHIP Extension Act of 2007 (the MMSEA- 42 U.S.C. 1395y(b)(7) (b)(8)) (the "Act CLIENT OBLIGATIONS UNDER THIS ADDENDUM: It is your obligation under this contract addendum: A. To register with CMS as Responsible Reporting Entity (RRE) and assign an Authorized Representative in compliance with MMSEA 111. B. To setup an account with CMS Coordination of Benefits Contractor (COBC) and assign an Account Manager and obtain an "RRE ID". C. To make CITIZENS MANAGEMENT INC. an "Account Designee" under CLIENTS "RRE ID" on the COBC Secure Web Site so that CITIZENS MANAGEMENT INC. report required claims data on CLIENTS behalf. In connection with the Act, 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, judgments, costs, penalties and expenses, including all attorney's fees of any kind whatsoever resulting from or arising out of or in connection with: Any service, duty, obligation or function of CITIZENS MANAGEMENT INC., unless it was the consequence of willful misconduct, gross negligence or fraud by CITIZENS MANAGEMENT INC. or any of its directors, officers, employees or agents.