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HomeMy WebLinkAboutAcclamation Insurance Management Services (AIMS) - 2015-09-21Dept ID HR 15-004 Page 1 of 2 Meeting Date 9/21/2015 7-0 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION MEETING DATE: 9/21/2015 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A Wilson, City Manager PREPARED BY: Michele Warren, Director of Human Resources SUBJECT: Approve and authorize execution of Professional Services Contracts with Acclamation Insurance Management Services (AIMS) in an amount not to exceed $983,146 over a three-year period providing Workers' Compensation, Medical and Disability Claims Administration Management Services, and, Allied Managed Care (AMC) in an amount not to exceed $825,000 over a three-year period to provide Workers' Compensation Medical and Disability Bill Review Services Statement of Issue The City currently contracts with Acclamation Insurance Management Services (AIMS) and Allied Managed Care (AMC) to provide third party administration (TPA) and medical bill review services Their current contracts are scheduled to expire as of September 30, 2015 In anticipation of the contract expiration, staff is utilizing an Inter -Agency agreement as these firms have been awarded contracts with other public agencies (City of Clovis) as recently as July 2015 Financial Impact Sufficient funding for the contracts is authorized under account numbers 55131001 69415 and 55131001 69410 as provided for in the City's annual operating budget Approximate annual costs for each service is $327,715 for AIMS and $275,000 for AMC Recommended Action A) Approve and authorize the Mayor and City Clerk to execute "Professional Services Contract Between the City of Huntington Beach and Acclamation Insurance Management Services (AIMS) to Provide Workers' Compensation, Medical and Disability Claims Management Services" for a three� year term, and, 4B) Approve and authorize the Mayor and City Clerk to execute "Professional Services Contract ,,, Between the City of Huntington Beach and Allied Managed Care, Inc (AMC) to Provide Workers' -�"� Compensation Medical and Disability Bill Review Services" for a three year term N Alternative Actions) Approve a contract extension for one additional year and instruct staff to start a formal Request for Proposal (RFP) process Analysis Both AIMS and AMC have performed at or above the level of service delivery expectation required to provide third party administration and medical bill review services In order to provide continuity in the City's workers' compensation program, Staff recommends the approval of additional three year HB -573- Item 13. - 1 Dept ID HR 15-004 Page 2 of 2 Meeting Date 9/21/2015 contracts AIMS and AMC have provided efficient and regulatory compliant claims administration and continue to Improve reporting time, claims closing ratios, litigation and medical case management outcomes Both vendors have provided additional ancillary services and cost savings have been achieved with their medical bill review and utilization review processes Contracting with AIMS and AMC provides the City with streamlined processes and efficient program administration and is more cost effective than internal claims administration The claims staff at AIMS have been instrumental to the success of the administration of this program and contract continuation provides stability of service delivery to City employees, retirees, and other ancillary vendors and professionals connected to the workers' compensation claims administration program Environmental Status N/A Strategic Plan Goal Strengthen economic and financial sustainability 1 AIMS Professional Service Approval Form Part 1 2 AIMS Professional Service Approval Form Part 2 3 Professional Services Contract Between the City of Huntington Beach and Acclamation 4 AMC Professional Service Approval Form Part 1 5 AMC Professional Service Approval Form Part 2 6 Professional Services Contract Between the City of Huntington Beach and Allied Managed Care, Inc (AMC) 7 AIMS and AMC Insurance Certificate 8 Interagency Agreement City of Clovis Contract Item 13. - 2 HB -574- CITY OF HUNTINGTON BEACH Professional Service Approval Form RECEIVED PART I JUN 15 2015 Date 6/4/2015 Project Manager Name Patti Williams Fina"Ce Department Requested by Name if different from Project Manager. Department- Human Resources PARTS I OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY MANAGER, FOR APPROVAL, BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT PROCESS. PART I MUST BE FILED KITH ALL APPROVED CONTRACTS. 1) Briefly provide the purpose for the agreement Acclamation Insurance Management Services Administrator for Workers' Compensation Program 2) Estimated cost of the services being sought (AIMS), To retain the services of a Third Party $ 983,146.00 3) Are sufficient funds available to fund this contract? ❑ Yes ® No If no, please explain* We will be asking for an increase during the budget process. 4) Check below how the services will be obtained ❑ A Sid solicitation process in accordance to the MC 3 03.060 procedures will be conducted Z MC 3 03 08(b) —Other Interagency Agreement procedure will be utilized 5c t.n- ( ❑ MC 3.03 08 — Contract Limits of $30,000 or less exempt procedure will be utilized. CO-i C Cove s 5) Is this contract generally described on the list of professional service contracts approved by the City Council? If thto Wl�e ti n is"N�o the contract will require approval from the City Council } Fiscal Sery s-M n dr Signature (Purchasing Approval) Date 6) Amount, Business Unit (8 digits) and Object Code (5 digits) where funds are budgeted (Please note that a budget check will occur at the object code level): Account number Contractual Dollar Amount Business unit object # Fiscal Year 15/16 Fiscal Year 16/17 Fiscal Year 17118 55131001-69415 $320180 $326584 $336382 $ $ $ . -V -­- -I lYl I-e- V Vlet IQ[UI �i APPROVEDA.4t�l�� ❑ // jC* Manager's Signature professional service approval form - part i - aims HB -575- REV February 2015 j Date Date � lS Date Item 13. - 3 CITY OF HUNTINGTON BEACH Professional Service Approval Form RECEIVED PANT II JUN 15 2015 Date* 6/4/2015 Project Manager. Patti Williams Finance Department Requested by Name if different from Project Manager Department, Human Resources PARTS I & II OF THE PROFESSIONAL_ SERVICES CONTRACTS APPROVAL_ FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED FOR APPROVAL. PART 1 & IJ MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Name of consultant- Acclamation Insurance Management Services (AIMS) 2) Contract Number HR (Contract numbers are obtained through Finance Administration x 5630) 3) Amount of this contract $983,146 Account number Contractual Dollar Amount Business unit object # Fiscal Year 15/16 Fiscal Year 16/17 Fiscal Year 17/18 55131001-69415 $320,180 $326,584 $336, 382 $ $ $ 4) Is this contract less than $50,000? ❑ Yes ® No 5) Does this contract fall within $50,000 and $100,000? ❑ Yes (9 No 6) Is this contract over $100,000? ® Yes ❑ No (Note Contracts requiring City Council Approval need to be signed by the Mayor and City Clerk. Make sure the appropriate signature page is attached to the contract ) Were formal written proposals requested from at least three available qualified consultants? ❑ Yes ❑ No Attach a list of consultants from whom proposals were requested (including a contact telephone number) Attach Exhibit A, which describes the proposed scope of work Attach Exhibit B, which descriWs the payment terms of the contract Fiscal Ser�vi wager (Pu hasing) Date � S udget M a pprov ignature ate I�- h� s- Director of Finance (or designee) Signature bate -Irvice approval form - part if aims Item 13. - 4 r 2015 xB -576- PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND ACCLAMATION INSURANCE MANAGEMENT SERVICES (AIMS) TO PROVIDE WORKERS' COMPENSATION, MEDICAL AND DISABILITY CLAIMS MANAGEMENT SERVICES THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY, and Acclamation Insurance Management Services (AIMS), a California corporation, hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to administer certain workers compensation, disability and medical claims; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. STATEMENT OF WORK CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates the current company president who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. Page I of 17 15.4849/125635 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM,• TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on � ? d 20� (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than three (3) years from the Commencement Date. The schedule for performance of the tasks is identified in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein. During the term of this Agreement the CONSULTANT will be the exclusive claims administrator in connection with claims detailed in Exhibit "A" attached. Notices of new claims that the CITY receives during the term of this Agreement will be forwarded to the CONSULTANT for the purposes of providing claim services as set out herein. CITY and/or the CONSULTANT shall not forward or assign notice of new claims to any claims administrator or person other than CONSULTANT except as provided herein. Either party may terminate this Agreement by giving the other party 90 days advance written notice of its intention to do so. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT, on a time and material basis, as follows: Page 2 of 17 154849/125635 Year I Up to $320,180 — AIMS flat cost Year 2 Up to $326,584 — AIMS flat cost Year 3 Up to $336,382 — AIMS flat cost Additional payment terms are specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement. The total fee for services, including all costs and expenses, shall not exceed Nine Hundred Eighty-three Thousand One Hundred Forty-six Dollars ($983,146) during the three year term of this Agreement. The above 3-year pricing structure is contingent upon the CITY contracting for manage care services with Allied Managed Care, Inc ("AMC") during the same time period contemplated herein. In the event CITY does not contract with AMC, this Agreement may be terminated by either party. This Agreement is also contingent on the appropriation of sufficient funding by the CITY for the services covered by this Agreement. If funding is reduced or deleted by the CITY for purposes of this Agreement, the CITY has the option to either terminate this Agreement by giving ninety (90) days written notice or to offer an amendment with different terms to the CONSULTANT. CONSULTANT shall have thirty days to accept or reject an offer with differing terms. In the event of termination, CONSULTANT will be paid for work completed, as deemed by CITY as sufficient, up to the termination date. 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY 1s obtained, Page 3 of 17 154849/125635 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 7. DISPOSITION OF PLANS ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and upon expiration or termination of this Agreement or upon PROJECT completion, whichever occurs first CONSULTANT, shall turn these materials over to CITY, at no cost to CITY whatsoever, in a readable, identifiable format for all data and programs identified herein. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. Page 4 of 17 154849/125635 CONSULTANT expressly acknowledges that much of the information it will be privy to concerns confidential medical information as provided in the California Confidentiality of Medical Information Act and the California Labor Code. As such, CONSULTANT will hold the CITY and all those listed in this clause harmless as provided in this clause for any unauthorized disclosure. 9. PROFESSIONAL LIABILITY INSURANCE AND BOND CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above -mentioned insurance shall not contain a self -insured retention without the express written consent of CITY; however an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims -made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. Page 5 of 17 154949/125635 If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not effect CONSULTANT's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. The CONSULTANT shall provide the CITY with a blanket fidelity bond in an amount satisfactory to the CITY. Such bond shall, for the duration of this Agreement, be in such terms and an amount satisfactory to the CITY. The CITY shall allow the CONSULTANT no less than sixty (60) days to procure any changes the CITY may require. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. Page 6 of 17 154849/125635 The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the senrices to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder by providing 94 days notice, with or without cause, and whether or not the PROTECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. CONSULTANT will be paid for work completed and deemed sufficient up to the termination date, unless CITY orders CONSULTANT to immediately cease operation then CONSULTANT shall be paid for work up to that day. Page 7 of 17 ISA849/125635 CONSULTANT may cancel this Agreement by giving the CITY ninety (90) days advance written notice of its intention to do so. This Agreement shall terminate automatically, if any public authority cancels or declines to renew the CONSULTANT's licenses or certificate of authority. It shall also terminate immediately upon determination by the CITY that (1) it has not received advance written notice of a sale, transfer, merger, or consolidation involving the CONSULTANT, or (2) there has been an event of fraud, abandonment, insolvency, or gross or willful misconduct on the part of the CONSULTANT. Notwithstanding the foregoing, if the CONSULTANT shall commit any material breach of this Agreement or fail to comply with any instruction or direction by the CITY, the CITY may, in its sole discretion, immediately suspend or terminate the authority of the CONSULTANT as to all or any specific powers granted to the CONSULTANT under this Agreement, and the CITY will be entitled to all legal rights of recovery from the CONSULTANT, including all or any part of the service fees that may be part of this Agreement. Notice of such suspension or termination may be by telephone, telegram, mail or other common method of communication and upon receipt of such notice, the CONSULTANT shall thereupon cease to exercise such power or powers in accordance with such notice. Should the CONSULTANT fail to comply with any such suspension or termination notice, the CONSULTANT agrees to indemnify and to reimburse the CITY for any losses or expense incurred or for any damages caused to the CITY as a consequence thereof. This provision covers any period whereby CONSULTANT performs services for the CITY contemplated herein unless cancelled pursuant to the provisions of this Agreement. Any continuation or renewal shall be the subject of further negotiations between the parties. If Page 8of17 15.4849/125635 the Agreement is not renewed, the CITY shall exercise one of the following options within thirty (30) days prior to the date of termination: 1. Require the CONSULTANT to conclude the handling of all open claims as provided herein, subject to all the terms and conditions of this Agreement. 2. Require the CONSULTANT to return all open files at the termination of the Agreement and the CONSULTANT shall be entitled to payment for all undisputed services rendered up to that time according to the terms of this Agreement. Any time and expense incurred by the CONSULTANT in the return of such files will be billed to the CITY, with supporting documentation for such billing, and the CITY shall pay such billing to the CONSULTANT within thirty (30) days from billing date 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. Page 9 of 17 15A8491125635 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either, by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail -return receipt requested: TO CITY: City of Huntington Beach ATTN: Director of Hunan Resources 2000 Main Street Huntington Beach, CA 92648 17. CONSENT TO CONSULTANT: Acclamation Insurance Management Services 10445 Old Placerville Road Sacramento, CA 95827 Attn: President When CITY's consent/approval is required under this Agreement, its consentlapproval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. CONFIDENTIALITY CONSULTANT shall hold any information deemed confidential by the CITY and all proprietary information of the CITY received directly or indirectly (whether or not identified as trade secrets) to be confidential both during and after the term of this Agreement, except as compelled by force of law. CONSULTANT shall notify the CITY immediately of any demand for information under claim of law so the CITY may take timely legal action to prevent unauthorized disclosure. Page 10 of 17 1549491125635 CONSULTANT shall not advertise, publicize or otherwise divulge, except as expressly permitted below, any aspect of its commercial relationship with the CITY except as necessitated in the performance of services under this Agreement and for the benefit or use of the CITY or any claimants and insures, and their representatives, under the policies for which CONSULTANT shall provide its contractual services. Without limiting the generality of the foregoing, the CONSULTANT shall not represent, directly or indirectly, that it has received either expressly or implicitly the endorsement of approval of the CITY, its officers, employees or agents, but without violating the terms of this Agreement, CONSULTANT may truthfully represent the existence of its commercial relationship with the CITY. Any other exception to this Agreement of confidentiality shall require the prior, written consent of the CITY. 19. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 20. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 21. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be Page 11 of 17 15-4849/125635 unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 22. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 23. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 24. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for Page 12 of 17 154849/125635 CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 25. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 26. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 27. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 28. NON -COMPETITION The CITY recognizes that the employees of CONSULTANT and its sub- contractors have substantial information regarding the rates, customer policies and procedures of the CONSULTANT which are CONSULTANT's trade secrets and are very valuable to CONSULTANT and its other clients The CITY also recognizes that, if an employee of CONSULTANT leaves CONSULTANT to work for the CITY, its subsidiaries, agents, or employees, CONSULTANT may be substantially damaged by its employees' use of those trade secrets. Furthermore, the CITY recognizes that proof of the misuse of trade secrets is difficult even in the most egregious cases and is always expensive. Therefore, to avoid any potential of misuse of those trade secrets, the CITY agrees during the term of this agreement, and for a period of one year following its termination, that it will not employ any person employed by Page 13 of 17 154849/125635 CONSULTANT or its sub -contractors without prior written consent of CONSULTANT. 29. REPORTS AND RECORDS A. The CONSULTANT shall keep accurate, complete and separate records of all claims handled pursuant to this Agreement on a timely basis and for the duration set forth herein or as required by law and/or regulation. The claims files and records shall be established and maintained in accordance with the terms of this Agreement and any applicable law and/or regulation, including the California Confidentiality of Medical Information Act and California Labor Code Section 3762, and shall at a minimum contain all documents, notes, and work papers (include copies of all correspondence) that reasonably pertain to each claim in such detail that pertinent events and the dates of the events can be reconstructed and the CONSULTANT's actions pertaining to the claim can be ascertained. The open claim files shall be maintained in the CONSULTANT's offices. If the CITY chooses to have claims files shipped to a different location, costs of such shipping, photocopying of open claim files and return shipping will be borne by the CITY. The administrator will file all necessary affidavits and reports as may be required by applicable laws and/or regulations. B. The CITY, or its duly authorized representative, and any state regulatory official who has legal authority may at all reasonable times inspect and copy any and all files, records, books, and bank account records maintained by the CONSULTANT pursuant to this Agreement. This right to inspect and copy records, books and bank account records shall survive the cancellation, suspension or termination of this Agreement and shall continue until all claims under this Agreement shall have been closed. Page 14 of 17 15-4849/125635 C. The CONSULTANT shall furnish the CITY and/or its designee(s) with certain reports on a periodic and timely basis. The reports shall contain such information, in such form, and on such schedule as is reflected in Schedule `B" attached to this Agreement. D. The CONSULTANT shall also provide the CITY with any reports or computer data that may be required by the CITY to satisfy various boards, bureaus, and state regulatory reporting requirements. E. The CONSULTANT shall provide the CITY with financial statements as may be requested periodically. 30. COMPLIANCE WITH STATE INSURANCE CODES A The CONSULTANT agrees to operate at all times in compliance with the terms of this Agreement, including all Schedules attached hereto, and with all applicable state insurance codes and regulations, including those applicable to unfair trade and claim practices, complaint handling, and records retention pertaining to the insurance covered by this Agreement. B. The CONSULTANT further agrees that, in the event the CITY is in violation of any state code, statute, or regulation, due to the acts or omissions of the CONSULTANT, the CONSULTANT shall defend, indemnify and hold the CITY harmless from all expenses (including attorney's fees), fines, or other fees incurred by the CITY as a result of such action or omission, provided, however, that such acts or omissions of the CONSULTANT were not at the request of the CITY. Page 15 of 17 154849/125633 31. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. CONSUL.TANT's initials YZ 32. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arms length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. Page 16 of 17 ISA8491125635 33. EFFECTIVE DATE IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as proAded herein. ACCLAMATION INSURANCE MANAGEMENT SERVICES, a California corporation By. so print natne ITS, (co cle ogre) Chairma Presider ice President AND CITY OF HUNTINGTON BEACH, a municipal corporation f th State of California _ of Milan Resources ITS: (circle Officer/Asst. R :>.i 0rl�� PROVED: Page 17 of 17 15-4849/125635 EXHIBIT A — Part I Scone of Services - AIMS: A. Subject to the express limitations of authority set forth herein and in accordance with the provisions of the Professional Services Contract (the "Agreement), the City retains the Consultant to adjust and administer its workers' compensation claims, and the Consultant agrees to perform said services, as set forth herein. B. In executing the claims services contemplated under the Agreement, the Consultant agrees and is hereby authorized only with the prior approval of the City: 1. To investigate, adjust, resist or otherwise process all submitted claims, pursuant to the procedures and within the authority granted by the City. 2. To make payment on claims approved for settlement in accordance with the procedures set forth in the Agreement. 3. To process all submitted claims according to the requirements of the City and any appropriate legislative and/or regulatory authority. 4. To file any reparis, maintain any licenses and/or certifications or any other authorization necessary or required by law to carry out the Consultant's obligations and duties under tite Agreement. 5. Incident Reporting: All htcident ropotts, including first aid claims, as defined in California Labor Code, Section 5401(a) will be taken by the Consultant. A copy of all incident reports will be sent to the City. Tito Consultant shall set up incident reports and process any med ioal care related thereto foi payment. C. Subject to the limitations herein, the Consultant has the authority to do whatever is reasonably necessary, legal and proper to administer claims within the Consultant's authority and in accordance with the procedures established under the Agreement. Tito Consultant shall, in connection with such claims, exercise its own judgment unless the City specifically advises otherwise. 11te City, however, reserves the right to take over the handling and control of any claim at any time for any reason upon notice to Cite Consultant. D. The Consultant warrants that it and its employees have all licenses/certifications necessary to conduct the business described herein, if applicable, and agree to maintain all licenses/cortifieations during the term of the Agreement. In the event that any such license/certification expires or terminates, for any reason, the Consultant shall immediately notify the City and Consultant will. be considered in material breach of the Agreement, unless within one week from the date fire City receives notice of the licenselcertification expiration or termination from the Consultant, the City agrees, in writing, at its sole discretion, to modify the provisions set forth in this Paragraph. Page 1 of 10 E. The Consultant agrees to provide, where permitted by law, written notice to the City of any known potential sale, transfer, merger, or consolidation involving the Consultant or a majority of its assets, within one mouth prior to the transaction's effective date. F. The Consultant shall keep accurate, complete and separate records of all claims handled pursuant to the Agreement on a timely basis and for the duration set forth herein or as required by law and/or regulation. The claim files and records shall be established and maintained in accordance with the terms of the Agreement and any applicable law and/or regulation and shall at a minimum contain all documents, notes, and work papers (including topics of all correspondence) that reasonably pertain to each claim in such detail that pertinent events and the dates of the events can be reconstructed and the Consultant's actions pertaining to the claim can be asceitained. The open claiin files shalt be maintained in the Consultant's offices. If the City chooses to have claim files shipped to a different location, costs of such shipping and/or photocopying of open claim files and return shipping will be borne by the City. The administrator will file necessary affidavits and reports as may be required by applicable laws and/or regulations. G. The City, or its duly authorized representative, and any state insurance regulatory official may at all reasonable times inspect and copy any and all files, records, books, and back account records maintained by the Consultant pursuant to the Agreement. This right to inspect and copy records, books and bank account records shall survive the cancellation, suspension or termination of the Agreement and shall continue until all claims under the Agreement have been closed and/or resolved. H. The Consultant shall furnish the City certain reports on a periodic and timely basis. The reports shall contain such information, in such form, and on such schedule as is reflected in the Agreement. I. The Consultant shall also provide the City with any reports or computer data that may be sequit ed by the City to satisfy various boards, buteaus, and state regulatory report requirements. I The consultant shall provide the City with financial statements as maybe periodically requested. Page 2 of 10 EXMBIT A PART II Scope of Services - AIMS The Consultant will provide the following services as described more specifically below; 1. COMPUTER PROGRAMMING & §YSTEMS 1. The Consultant will perform the initial programming ►equirements for the interface between the Consultant and the City's claims management system - initial programming is included at no charge. 2. Prior to commencing any additional work requested by the City, the City and the Consultant shall agree, in a written document signed by both parties, on the scope of the work to be performed and the estimated number of hours required for completion. 3. The Consultant agrees to allow the City access to the Consultant's system for status and inquiry purposes. City access to the Consultant's system will be secured by password. d. The Consultant will scan all medical bills, check claims history, and index the medical bills with the appropriate claim number prior to processing through bill review. In addition, the Consultant will check the provider identification number and date of service to prevent duplicate payment. Further, the Consultant will link two or more claim numbers together because they ale claims of the same employee. The Consultant will link the multiple claim numbers in the Consultant's system and will cross-check for duplicates on the claim numbers as so linked. It. REI'OitTING A. STANDARD REPORTS 1. The Consultant -will be responsible for providing any required reporting on behalf of the City. This includes, but is not limited to mandatory reporting to the State of California, Excess hisurance Carrier, Department of Self -Insured Plans and any oilier required reporting. The Consultant also agrees to produce and provide the City with standard written reports as set forth in the Agreement. 2. The Consultant tivill accumulate data, prepare and mail 1099 forms for all providers of service who are paid during the catendat year, as required by the Internal Revenue Code. 3. The Consultant will maintain current OSHA 300 logs and deliver immediately to the City upon request. The Consultant will prepare the annual OSHA 300A Summary log and any other reporting required by the Division of Workers' Compensation, Self -Insured Plan and any other involved entity. Page 3 of 10 4. The Consultant will prepare the Public Self -Insurer's Annual Report and transmit to the City for signature four weeks in advance of the deadline for submission to the State of California. S. The Consultant will prepare on behalf of and submit to the City for signature the annual Workers' Compensation Self -Insured Report as required by the State of California. Tire written or electronic report will be prepared and submitted to the County thirty (30) days prior to the State of California's due date. 6. The Consultant will provide reporting and tracking services to the City that comply with the requirements of Medicare Section lll Mandatory Reporting Requirements. The Consultant will also be responsible for costs of this service and will pay any penalties for late or improper reporting. 7. The Consultant will have a formal plan in place to comply with the mandatory reporting requirements of Section l l l ("Medicare Secondary Payer" of "MSP") or the Medicare, Medicaid and SCRIP Extension Act of 2007 (MMSEA) effective July t, 2009. 8. The Consultant will provide annual loss data repass to CSAC or upon request. B. AD HOC REPORTS 1. Consultant agrees to provide ad hoc written reports containing data captured in Consultant's UR and Case Management database at no charge. Bill Review database ad hoc reporting will require a pass thru charge of $150/hour when requested by the City, M. REPORTIirj IZIEOUIREi1+IEAiTS A. The Consultant shall furnish to the City, andlor its designee, on a monthly basis, an Open Claims Report. The term "Open Claims" means a computer generated report showing fa each claim: the C!Ws claim number, insured's name, claimant's name, examiner, claim number, date of loss, loss location, claim type, indemnity reserve, indemnity paid, expense reserve, expense paid, status of claim (open or closed) and open reserve on a weekly basis. It shall include information for losses for the year to date covered by the report that has been posted to the ConsultanNs statistical claims system. Tliis report will also show claims closed since the previous report, including detail of payments and date of closure. B. These reports may contain additional information to enable the City to meet all applicable laws and regulatory requirements. C. The Consultant will provide the City with claim repots outlining the Ioss details, background and injury or damage information for each claimant, liability and case evaluation, suggested reserves or settlement values (if applicable) and proposed disposition plan. Page 4 of 10 1. City inquiries should be responded to within seven (7) days. Page 5 of 10 IV. CLAIM ADMINISTRATION A. The Consultant will accept the new reporting of claims directly from the City and will handle all clams as set forth herein. 1. The Consultant shall designate by name, in writing to the City, a Program Coordinator. 2 The Consultant's designated Program Coordinator will receive notice of all new claims. 3. The Program Coordinator will. assign the loss to the appropriate examiner (if applicable). 4. The Program Coordinator will act as a liaison between the City and the examiners appointed by the Consultant. 5. The Consultant shall provide a toll free telephone number and facsimile number for clam reporting by insureds and tl►e Program Administrator. 6. The City continues to use an Alternative Dispirte Resolution (ADR) program, specifically for the Huntington Beach Police Oiia;ers Association (POA), Huntington Beach Fire Association (HBPA), Fire Management Association (FMA) and Police Management Association (PMA) employees. The Consultant agrees to administer claims and provide services in compliance with the tcrn►s of this program. 7. In select cases, the Consultant shall ►ecommend and coordinate medical and disability case management utilizing the services of a Nurse Case Manager and/or a Disability Consultant. Prior approval for those assignments and vendors must be obtained from the City. S. The Consultant will assign two dedicated experienced claims examiners which will ensure an average indemnity caseload of no more than 175 claims per examine► and provide superior claims .management for the City. In addition, fidure medical claims will count as half or .5 of an active indemnity claim and will not exceed 350 fitture medical claims per examiner. The examiners that will fill the position will have a minimum of five (5) years experience in adjusting, and will be certified by tiie State of California to adininister a self insured workers` compensation program. The Examiners wiN be dedicated (assigned solely) to the City's account. The Consultant agrees to allow the City of Huntington Beach to actively participate in the selection of claims examiners hired to perform claims administration. The Consultant will assign one (1) dedicated claims assistant to provide full administrative support to the examiners and to handle medical only claims, Page 6 of 10 In addition, the Consultant will assign a designated clerical assistant to provide supportto claims staff, B. The Consultant shall investigate, adjust, resist or otherwise handle all reported claims within the authority granted within the Agreement. 1. Investigation Requirements: a. Verify policy information within 24 hours. b. Initiate insured and/or elaiunant contacts within 24 hours. c. The initial investigation should be completed within twenty (20) business days and the appropriate reserve recommended or established. d. The additional investigation proposed in the initial report should be completed and cases should be disposed of promptly. 2. Reserves: a. Consultant shall determine the individual reserves for each claimant's damagelinjury according to the values established. b. After 90 days from filing a claim, a loss reserve evaluation shall be completed by the Consultant and shall consider the insured's liability, extent of coverage, (lie severity of the injuries or damages, jurisdiction, plaintiffs counsel, investigation and administration and should represent the ultimate cost of disposition of the claim. c. The Consultant must obtain approval from the City piior to establishing a reserve $30,000.00 or greater. 3. Litigation Management: a. The City shall be notified in writing on new litigation on a weekly basis. b. Litigation status reports will be provided to the City on a monthly basis. V. CLAIM PAYMENTS A. For purposes of settling claims and paying claim -related expenses related to tine self -insured workers' compensation proguam, the City shall fund a separate bank account from which the Consultant may draw finds as hereinafter set forth ("the Claim Batik Account"). Tire Consultant shall not draw on the Claim Bank Account for any purpose other than lawfirl necessary payments necessary to provide proper handling of workers' compensation claims. Page 7 of 10 B. The Consultant will implement and maintain security procedures to ensure the safeguard of fiends hr the account and the bank checks. C. Any changes to the Claim Bank Account including, but not limited to. the addition, deletion or other modification of use account access,, changes in authorized signers, and establishment of closure of bank accounts will require prior written approval from the City. D. Within fifteen (15) days after tine close of each month, the Consultant will prepare and send to fine City a monthly register of checks drawn on tine Claun Bank Account for each loss and loss expense payment ("the Claim Register"). The Claim Register shall include the claim number, the name of payee, the date and check number of the disbursement, and amount of the paymennt. B. All Claim payments shall be signed by two signatories when in excess of I%vo Thousand Five Hundred Dollars ($2,500.00). F. All individual payments $10,000.00 or greater issued from the Claim Bank Account will require approval by the City prior to issuance. The following shall be provided to the City for review. Documentation of cost (e.g. copy of billing, invoice(s), attorney correspondence). Documentation outlining the situation including: claim information, current status of claim, and purpose of payment. Special Funding Request Invoice (for individual payments exceeding $25,000.00 where additional funding of the Claim Bank Account is required). G. The Consultant shall promptly deposit any net monies collected through deductible recoveries, salvage and subrogation to the Claim Batik Account, and maintain a register, by claim number, of all such collectlons and deposits (the "Deductible Recovery, Salvage and Subrogation Register"). The Recovery Register shall include the following information: date of deposit, tine claim number, the type and amount of payments H. The Consultant will prepare and send to City a weekly register of checks drawn on tine Claim Bank Account for each loss and loss expense payment ("tbe Claim Register '). The Claim Register shall include the claim number, the name of payee, the date and check number of the disbursement, and amount of the payment. I. The Consultant shall reconcile the Claim Register and the Recovery Register to the Claim Bank Account on a monthly basis, and provide City with a copy of it within ten (10) clays after the close of each month. J. Upon receipt of both: (1) the monthly reconciliation of the Claim Register and the Recovery Register to tine Claim Bank Account, and (2) the related replenishment request prepared by the Consultant, the City will deposit such funds as needed into the Claim Bank Account in order to maintain tine agreed -upon prefunding level of $600,000.00. This funding shall occur within fifteen (15) days of receipt of (1) and (2) above. Page 8 of 10 K. The Consultant is responsible for erroneous payments made f vin the Claim Bank Account by their error. The amount of any such payments made from the Account shall be reimbursed by the Consultant and deposited into the Claim Bank Account L. The City, its authorized designee, and/or the excess carrier is authorized to visit the Consultant's processing and/or storage premises, for the purpose of performing a claims audit or revioxv, and have access to all data, including, but not limited to: paper documents, electronic documents, and magnetically stored data which relates to payments or non -payments made by the Consultant on behalf of the City. The audit(s) will be directed to, including but not limited to, the following areas: staffing; examiner case load; reporting, supervision, case reserves, file documentation; medical payments; disability benefit delivery; fines and penalties; diary system; claimant, Consultant and physician contact; case administration and investigation; and contract for claim administration services; application of current Workers' Compensation Appeals Board ("WCAB") rules and regulations and case law. Any assistance or services provided in response to a claims audit described above will be rendered upon reasonable notice provided to the City and at no additional cost to the City. M. The Consultant shall maintain and make available to the City upon request any and all ledgers, invoices, vouchers, cance€led checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City throughout the life of the Agreement and for a minimum of five (5) years, or for any longer period required by law, from the date of final payment to the Consultant for this agreement. This section shall survive expiration or termination of the agreement. Y1. CONSULTANT AUTHORITY LEVELS A. The Consultant agrees to obtain the approval of the City before establishing reserves of $30,000.00 or greater or making any payments of $10,000.00 or greater per this Agreement. B. Consultant shall have no settlement authority whatsoever to resolve any claim. C. Consultant must report to the City and excess carrier the following situations regardless of the aniount at issue: 1. All catastrophic injury type claims, including but not limited to: a. Any occurrence for which total incurred (total paid to date plus remaining reserves) exceeds 50 % of tie member's SIR. b. Death, spinal cord injuries resulting in paraplegia or quadriplegia, amputation of a major extremity, serious head injury, brain damage affecting mentality, including but not limited to such conditions as permanent disorientation, behavior disorder, personality change, seizure, motor deficit, aphasia, or Page 9 of 10 unconsciousness, severe burns, permanent total disability as defined by law or an occurrence involving serious injury to two (2) or more employees. c. The reopening of any claim in which further award might exceed 50% of the member's SIR. 2. Litigation seeking punitive and/or exemplary damages; 3. Insurance Departmea►t complaints and/or inquiries; A. Suits, arbitrations ormediation naming the City as defendant; 5. Sexual harassment, abuse or molestation claims; 6. Requests by any state insurance department or other regulatory body; 7. Claims involving toxic tort or class actions, 8. Claims involving cumulative trauma; 9. Claims alleging violations of the Americans with Disabilities Act (ADA); 10. Claims made against the Program. VII. EXCESS INSURANCE A, Administrator must work with the City's Excess hisuranee Carrier, reporting claims in accordance with policy requirements. Claims examiners should be aware of the self -insured retention (SIR) level; systems should exist that identify excess insurance claims; claims should be promptly reported; regular updates should be provided to excess insurance carrier; and recovery should be properly documented in the claims files. Page 10 of 10 "Nall}(La Servicerees and Expenses - AIMS A. Subject to compliance by the Claim Administrator with the terms and conditions of this Agreement, the City will pay and the Claim Administrator will accept as full compensation for claim services provided under this Agreement, the claim service fees set out in the Statement of Work attached to this Agreement. B. The City shall also be responsible for and shall pay all "Allocated Expenses," as defined herein, in addition to the claim service fees as provided for in this Agreement, For the purposes of this contract, "Allocated Expenses" include but are not limited to the following: 1. Fees for medical examinations of claimants, including the reasonable and necessary transportation expenses of claimants. 2. Costs of reports finm attending or examining physicians. 3. The costs of private investigators. 4. Medical or vocational rehabilitation costs. 5. Charges for medical cost containment services, i.e. utilization review, pre -admission authorization, hospital bill audit, provider bill audit and medical case management incurred at the request of the City. 6. Extraordinary claim investigation and/or travel expense incurred at the request of the City. 7. The costs of any similar service related to the investigation and defense of a paltieular claim, or the protection of and collection of the subrogation rights of the City, for which the City shall have given prior approval. S. All fees, excluding membership fees, for indexing bodily injury claimants. 9. All fees associated with field adjuster activities where personal contact, investigation and/or litigation involvement is necessary. Such Allocated Expenses are limited to reasonable, customary and necessary expenses incurred by the Claim Administrator in the course of the performance of its duties under this Agreement. Claims Administration Fees AIMS guarantees the claims administration fees as for three (3) years as follows. Fiscal Year 15/16 Fiscal Year 16117 Fiscal Year 17/18 -Total $3211 180 $326 584 J$336,382 1$983,146 Unless the Agreement is terminated, payment for services defined herein will be made by the City to the Consultant in hvelve (12) equal installments paid monthly, totaling the annual cost agreed upon. City Of Huntington Beach 2000 Main Street s Huntington Beach, CA 92648 (714) 536-5227 s www.huntingtonbeachca.gov Office of the City Clerk Joan L. Flynn, City Clerk September 29, 2015 Acclamation Insurance Management Services Attn President 10445 Old Placerville Road Sacramento, CA 95827 To Whom It May Concern Enclosed for your records is a copy of the fully executed "Professional Services Contract Between The City of Huntington Beach and Acclamation Insurance Management Services (AIMS) to Provide Workers' Compensation Medical and Disability Claims Management Services " Sincerely, JF pe Enclosure Sister Cities: Anjo, Japan ® Waitakere, New Zealand s Ii SU INSURANCE i It INDEMNIFICATION WAIVE t�0 MODIFICATION REQUEST 1 Requested by: Risk Management - Heather Campbell 2. Date. July 21, 2015 3 Name of contractor/permittee: Acclamation Insurance Management 4. Description of work to be performed: Third Party Claims Administration and Managed Care Services 5 Value and length of contract. $983,146 for AIMS/ $825,000 for AMC - 3 years 6 Waiverlmodification request: $25,000 SIR on Professional Liability coverage 7 Reason for request and why it should be granted- Sufficient funds available to cover 8. Identify the risks City in approving this waiver/modification: N A Department Head Signature Date: tom. APPROVALS Approvals must be obtained in the order listed on this form Two approvals are required for a request to be granted Approval f om the City Manager's Office is only required if Risk Management and Iffe City Attorney's Rffice disagree 1. `sk Management Approved ❑ Denied ^ Zzl�� 3 Signature ate 2, City Attorney's Office j `Approved ❑Denied a�� `� 7 /? PX-r Signature Date 3. City Manager's Office ❑ Approved ❑ Denied Signature Date If approved, the completed waiverlmodification request is to be submitted to the City Attorney's Office along with the contract for approval. Once the contract has been approved, this form is to be filed with the Risk Management Division of Human Resources Waiver Form.docm 712112015 3 59.00 PM Client#• 6105 ACCLINSU ACORD. CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDNYYYI 1 710712015 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 poiicy(les) must 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(s). PRODUCER Edgewood Partners Ins Center Lic#OB29730 (415) 356-3900 135 n Street, San Francisco, Francesco, CAA 94105 05 pOE CT LAURIE MARTIN PHONE 415 356-3934 ACC No Ext {AIC, Ho) E-MAIL ADDRESS LAURIE MARTIN@EPICBROKER5.COM _ INSURER(S) AFFORDING COVERAGE HAILS INSURER Philadelphia Indemnity Insuranc 18058 INSURED INSURER B State Compensation Ins Fund 35076 Acclamation Insurance Management 10445 Old Placerville Road INSURER C Lloyds of London INSURER Indian Harbor Insurance Co 36940 Sacramento, CA 95827 INSURER E INSURER F COVERAGES CERTIFICATE NUMBER REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED 13ELOW HAVE BEEN ISSUED TO THE INSURED NAMEDABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR 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 SHDWN MAY HAVE BEEN REDUCED BY PAID CLAIMS TR TYPE OF INSURANCE DDLSUBR� INSR IWVO POLICY NUMBER POLICY EFF MMIDDfrffy) POLICY EXP (MIAMONYM LIMITS A GENERAL LIABILITY PHPK1274186 0110112015 011011201C $1 000,000 pEAgqC��HOCCCURRENCE PRE'I,GES EaEoca ence S1 QQQ QQQ X COMMERCIAL GENERAL LIABILITY CLA MS -MADE 51OCCUR MED EXP (Anyone person) s5,000 PERSONAL& ADV INJURY $1 000,000 GENERALAGGREGATE $2,000,000 GENLAGGREGATE LIMIT APPLIES PER. PRODUCTS -COMPIOPAGG $2,000,000 POLICY JET LOC S A AUTOMOBILE LIABILITY PHPK1274186 1/0112015 01/01/2016 CEOMBINEDSINGLE LIMIT a soudent) 1,000,000 BODILY INJURY (Par person) $ X ANY AUTO X ALL OWNED SCHEDULED AUTOS AUTOS NON OWNED HIREDAUTOS X AUTOS BODILY INJURY tPer accident) $ PROPERTYDAMAGE PeracadenI S $ _ A X UMBRELLA LIAS X OCCUR PHUB485028 1/01/2015 011011201C EACHOCCURRENCE $10 000 000 AGGREGATE $10000 000 EXCESS LIAB CLAIMS -MADE 1 DED I I RETENTIONS $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRiETORIPARTNER/EXECUTtVE YIN OFFICERO,iEMBEREXCLUDEO? � NIA 908337915 1/0112015 0110112016X WCSTATU- OTH- E L. EACH ACCIDENT S1100O 000 ELDISEASE - EA EMPLOYEE $1,000,000 (Mandatory In NH) If yas, dascnbe under DESCRIPTION OF OPERATIONS bdorr E L DISEASE - POLICY LIMIT $ 1,000,OOQ C Privacy Liability 479712 0711112015 0711112016 $3,000,000 ea claimlagg D Professional Llab Errors&Omissions I I 1 MPP003820603 711112015 07/11/2016' $5,000,000 Ann Agg-E&O I $25,000 SIR E&O & C ber DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, rf more space Is required) Claims Adjusting and Claims Management Services Thirty day notice of cancellation will be provided to the certificate holder but 10 days for non-payment of premium Named insured includes Acclamation Insurance Management Services, Inc.; Allied Managed Care, Inc., LJR Holdings, Inc.; LJR Properties, LLC (See Attached Descriptions) City of Huntington Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 2000 Main Street ACCORDANCE WITH THE POLICY PROVISIONS Huntington Beach, CA 92648 AUTHORIZED REPRESENTATIVE O 1988-2010 ACORD CORPORATION All rights reserved. ACORD 25 (2010105) 1 of 2 The ACORD name and logo are registered marks of ACORD #S382056/M381935 LMA4 APPROVF-© AS TO FORM r A P L, �y' Michael Gates, CRY Atto nee DESCRIPTIONS (Continued from Page 1) EMPLOYEE DISHONESTY I CRIME COVERAGE. Executive Risk Indemnity, Inc. #82344565 EFF: 111115 EXP: 111116 DISHONESTY LIMIT: $2,000,000 $35,000 DEDUCTIBLE Third party claims administration services. SAGITTA 25 3 (2010105) 2 of 2 #S382056IM381935 )�('LJR r1�/OLDI GS It1CORPORATED LJR Holdings, Inc Consolidated Balance Sheet Fiscal Year - 2015 For the Twelve Months Ending June 30, 2015 07/15/2015 Page 1 of 2 LJR CONSOLIDATED AIMS APAC RISKNET HOLDINGS 6130/2015 Assets Current Assets Cash Operating Account $500,819 02 $442,374 39 $0 00 $12,425 04 $955,618 45 Havrdii Petty Cash Account 665 18 000 000 000 66518 EFT Account 250 00 000 000 000 250 00 Business Plabnum Savings Account 2,000,000 00 Doe 000 000 2,000,000 00 2,501,734 20 442,374 39 000 12,425 04 2,956,533 63 Recelvables Accounts Revelvable 1,820,183 70 1,398,862 67 000 000 3,219,046 37 Reserve for Bad Debt (30,000 00) Goo 000 000 (30,000 00) Misc Receivables 48,122 37 000 000 200.00 48,322 37 Stockholder Loan 0.00 000 000 176,12916 176,12916 OtherA)R Pass-thru (15,000 00) Goo 000 0.00 (15,000 00) Deferred Income Tax Asset 000 000 000 457,437 00 457,437 00 1,823,306 07 1,398,862 67 000 633,766 16 3,855,934 90 Accruals Work i n Progress 55,393 89 59,162 90 Goo 000 114,556 79 Advances Salary Advances 000 000 000 92,624 39 92,624 39 Prepalds Pre -paid Insurance 82,490 25 000 0 00 11,199 37 93,689-62 Pre -paid Expenses 86,944 31 34,685 57 000 133,392 65 255,022 53 Pre -paid Rents 73,567,37 000 coo 000 73,567 37 243,001 93 34,685 57 0 00 144,592 02 422,279 52 Total Current Assets 4,823,436 09 1,936,086.63 000 883,407 61 7,441,929 23 Fixed Assets Office Equipment 2,729,847 91 87,857 32 000 000 2,817,705 23 Office Equipment-Accu Depr (2,057,56474) (85,590 11) 0 00 000 (2,143,154 85) Furniture Fixtures 664,698 50 99,872 51 0 00 000 764,571.01 Furniture Fixtures - Accu Depr (316,931 98) (92,765 88) 000 000 (409,697 86) Cap Lease Computers & Equip 396,930 36 236,441 47 000 000 633,371 83 Cap Lease Comp & Equip -Accu Depr (362,46727) (236,44147) 000 000 (598,908 74) Cap. Lease Furniture 821,70339 337,581.34 000 000 1,159,284-73 Cap. Lease Furniture - Accu Depr (821,703 39) (309,618 91) 000 000 (1,131,322 30) Leasehold Improvements 261,316 58 33,082 58 000 000 294,399 16 Leasehold Improvements -Accu Amon (167,686 93) (28,066.48) 000 000 (195,753 41) Total Fixed Assets 1,148,14243 42,36237 000 000 1,190,49480 Due To/From Due Wrom AIMS, AMC, & LJRH (4,904,689 74) 9,688,313 61 000 (4,783,623 87) 0.00 Due from LJR Properties LLC 000 000 000 291,022 28 291,022.28 Due from Risk Net 14958 000 (9,948 64) 9,80006 000 Total Due To/From (4,904,641 16) 9,688,313 61 (9,048 64) (4,482,301 63) 291,022.28 Other Assets Deposits 139,654 90 000 000 10,000 00 149,654 90 Capital Projects - WIP 7,02429 000 000 000 7,02429 Capital SOfh'rare Celt 261,795 92 000 0 00 000 261,795 92 Capital Safhvare Cost -Amortization (28,641 91) 000 000 000 (28,641 91) Licensing 24,000 00 000 0 00 000 24,000 00 Licensing - Amortization (8,000 04) 000 0 00 000 (8,000 04) Club Membership 39,000 00 0 00 0 00 000 39,000 00 Total Other Assets 43d,83316 000 000 10,00000 44d,83316 Total Assets 51,3011870 62 $11,666,751 61 ($%948 69 ($3,889,393 921 $9,368,279 47 LjffloLUiw.5 07/15/2015 Page 2 of 2 INCORPORATED LJR Holdings, Inc Consolidated Balance Sheet Fiscal Year - 2015 For the Twelve Months Ending June 30, 2016 LJR CONSOLIDATED ARMS AIdC RISKNET HOLDINGS 613012016 LfabiOties Current Liabilittes Payablas Accounts Payable $154,151 72 S456,709 15 $0 00 $43,122 86 $$653,983 73 401(k) Payable 12 579 79 000 0 00 000 12,579 79 166,731 11 456,70915 000 43,12286 666,56352 Accruals Accrued Payab'es 113,711 96 6,311 68 000 39843 120,422 07 Accrued Adjuster Wages 16,614 84 37,588 52 000 000 54,203 36 Accrued FSA 81497 000 000 000 814.97 Accrued Vacation 272,975 96 171,165 15 000 115,845 36 559,986 47 404,117.73 215,065 35 000 116,243 79 735,426 87 Taxes Excise Tax- Havmn 6,51859 7,671 62 000 000 14,190211 Federal, State, & Lord income Tax 0 00 000 000 (38,926 29) (38,92629) 6,518 59 7,67162 Goo (38,926 29) (24,736 08) Long Term Debt, Current Portion Lease Liability - Computers 000 0.00 0 GO 28,687 47 28,687 47 First Ins Funding Loan Payable 31,471 08 000 000 000 31,471 08 Equipment Loan Payable 75,818 39 0 00 000 000 75,818 39 Loan From Officer(s) 000 000 000 52,142 58 52,142 58 Lines of Credit - BACC /Ceibc Capital/WFB 0 00 000 000 552,805 24 552,805 24 107,289 47 000 000 633,635 29 740,924-76 Total Current Liabilities 684,657 30 679,446 12 000 754,075 65 2,118,179 07 Long Term Liabilities Long Term Debt, Less current Portion Lease Liability - Computers 000 000 000 5,54839 5,54839 Equipment Loan Payable 169,327 74 000 000 000 169,327 74 169,327 74 000 000 5,548 39 174,876 13 Deterred Revenue SC1F 3 899,976 66 000 000 000 3,899,976 66 3,899,976 66 000 000 000 3,899,976 66 Other [Deferred Rent Total Long Term Ualbllittes Total Liabilities Equity Shareholders Equity Common Stock Paid in Capital Total Shareholders Equity Earnings Retained Earnings Current Earnings Total Earnings Total Equity Total llablIltles & Equity 64,105 00 000 64,105 00 000 4,133,409 40 000 018,066 70 679,446 12 10,000 00 1,00000 000 0 00 10,000 00 1,600 00 000 000 64,105 00 0 00 000 64,105 00 000 6,54839 4,138,96779 coo 759,624 04 6,267,136 66 000 1,00000 12,000 00 000 396,186 70 396,186 70 coo 397,186 70 408,186 70 (3,577,508 11) 10,340,999 11 (9,698 64) (4,703,094 97) 2,050,697 39 51,311 93 644,306 28 (250 00) (43,109 69) 652,258 52 (3,526,196AS) 10,986,305 39 (9,946 64) (4,746,204 66) 2,702,965 91 (3,516,198 18) 10,986,306 39 (9,948 64) (4,349,017 96) 3,111,142 61 $1,301,870 62 $11,866,751 61 ($9,348 64) ($3,589,393 92) $9,368,219 47