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HomeMy WebLinkAboutCarl Warren & Company - 2021-02-18 ��NT�Ngl� 2000 Main Street, : Huntington Beach, CA e' \. 92648 :_ City of Huntington Beach fl'/ VVCD b-D-I „couNTY CP. File #: 22-834 MEETING DATE: 10/18/2022 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Al Zelinka, City Manager VIA: Brittany Mello, Administrative Services Director PREPARED BY: DeAnna Soria, Risk Manager Subject: Approve and authorize execution of Amendment No. 1 to the Professional Services Agreement with Carl Warren and Company for Subrogation/Property Recovery Services Statement of Issue: The City of Huntington Beach maintains a program of self-insurance for general liability pursuant to the California Tort Claims Act. The City has existing professional service contract with Carl Warren and Company for general liability claims investigation, processing, and administration services and other ancillary services. Staff is seeking Council approval on an amendment to that contract in the amount of $222,000 to allow for continued subrogation/property recovery services. These fee-based services are paid for only if Carl Warren is successful in recovering monies for the City. As of September 2022, Carl Warren has collected a net total of$438,739.22 for the City. Financial Impact: Should the Amendment be approved, the City's contract with Carl Warren and Company will increase by $222,000 and the total not-to-exceed amount for this agreement will increase from $309,000 to $531,000. Sufficient appropriation is available in business unit 55230502.69365. It is important to note that the overall financial impact of conducting these services is net positive, as the City receives the majority of the funds resulting from Carl Warren's subrogation/property recovery services, which may otherwise go uncollected. Specifically, 82% of the amount recovered in each claim is returned to the City, less the 18% service fee to Carl Warren. Since beginning these services in March 2021 through September 2022, Carl Warren has successfully collected a total of $535,047.83 for the City, less $96,308.61 in service fees, for a net revenue gain of$438,739.22. Recommended Action: Approve and authorize the Mayor and City Clerk to execute, "Amendment No. 1 to Agreement between the City of Huntington Beach and Carl Warren and Company for Liability Claim Investigation City of Huntington Beach Page 1 of 3 Printed on 10/12/2022 Poweret45 Lea s!ar'' File #: 22-834 MEETING DATE: 10/18/2022 and Processing," as prepared by the City Attorney. Alternative Action(s): A. Direct staff to discontinue subrogation/property recovery services as of October 2022, and approve an alternate amendment with Carl Warren and Company to authorize an increase of $96,308.61 to the contract amount to account for subrogation services provided between March 2021 through September 2022, allowing for the continuation of general claims administration at current levels through the end of the contract term in February 2024. B. Do not approve any amendment(s) and direct staff accordingly. Note that this would require additional staffing to conduct subrogation/property recovery services internally, or these additional monies may be forfeited. It would also require staff to work with Carl Warren and Company to reduce general claims administration services for the remainder of the contract term through February 2024 to stay within the existing contract limit of$309,000. Analysis: Property recovery services were previously rendered by City staff in the Risk Management function of Human Resources. As part of the City's Separation Incentive Program and the Fiscal Year 2020/21 Reorganization Plan in response to COVID-19 budget shortfalls, staffing levels were reduced, and the position responsible for providing these services, among other job duties, was eliminated. Previously, the staff position, whose job duties included property recovery, had collected approximately $51,000 in 2019, and $80,000 in 2020 through August, when the position was eliminated. Property recovery services are labor intensive, requiring data gathering and extensive coordination. In February 2021, the City entered into a three-year Professional Services Agreement with Carl Warren and Company for a not-to-exceed amount of$309,000 (Attachment#1) for general liability claims investigation, processing, and administration services. The contract limit of$309,000 represents a fixed annual fee of$103,000 over the three-year term. At the time, property recovery services were part of the available services to the City, but were not yet contemplated as part of our operational model. After additional discussions with Carl Warren, the City's Risk Management team began piloting the subrogation/ property recovery services available to the City, as outlined in Exhibit B of the agreement in March 2021. Subrogation is an ancillary service that charges an 18% fee of the monies recovered, and is not included in the fixed annual fee above. If no funds are recovered, the City does not pay for the service. As of September 2022, Carl Warren has recovered a total of$535,047.83 for the City, less $96,308.61 in service fees, for a net revenue gain of$438,739.22 for the past 18 months. These efforts included addressing the backlog of claims that were outstanding after the August 2020 staffing reduction. During this period, Carl Warren's has been successful and cost-effective with the cost recovery services provided. Their expertise in this area has resulted in capturing additional funds for the City that would have otherwise been forfeited. City of Huntington Beach Page 2 of 3 Printed on 10/12/2022 powere14§ Legistar"' File #: 22-834 MEETING DATE: 10/18/2022 Therefore, staff recommends the contract amendment with Carl Warren at this time, which will allow the City to continue these additional services through the remainder of the contract term in February 2024. Previously, it was staffs understanding that a contract amendment would not be required, since this would not be an outright cost, per se, but an additional revenue stream, less the 18% fee on funds recovered. In other words, if Carl Warren collected $100, they would reduce the monies paid to the City by their $18 fee, and provide the City a payment of$82. Upon further discussions with the Finance Department and City Attorney's Office, it was determined that the total amount should be collected by the City, and then the City will need to pay the 18% fees out to Carl Warren for the services rendered through the existing contract. As a result, staff is seeking Council approval on the contract amendment with Carl Warren by increasing the contract amount by $222,000 (a total not-to-exceed contract amount of$531,000) by the end of the term in February 2024. This amendment is estimated based on financial projection of the amount of funds that may be recovered. To reiterate, if Carl Warren does not successfully recover funds, the City does not pay the service fee and incur expenditures on this contract. As another alternative, the City Council could deny any amendments to the existing agreement and direct staff to discontinue subrogation/property recovery services and reduce general claims administration services with Carl Warren and Company to stay within the existing contract amount of $309,000 through February 2024. Both alternatives would require additional staffing to conduct subrogation/property recovery services internally, or these additional monies may be forfeited. Staff recommends approving Amendment No. 1 to the professional services agreement with Carl Warren and Company (Attachment#2) to allow for the continuation of both claims administration and subrogation/property recovery services. Environmental Status: Not applicable. Strategic Plan Goal: Financial Sustainability, Public Safety or Other Attachment(s): 1. Professional Service Contract with Carl Warren and Company 2. Amendment No. 1 3. PowerPoint presentation City of Huntington Beach Page 3 of 3 Printed on 10/12/2022 powerel 'Legistar'" PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND CARL WARREN AND COMPANY LIABILITY CLAIM INVESTIGATION AND PROCESSING 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 Carl Warren, an Arizona Company hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide liability claim investigation and processing services; 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. SCOPE OF SERVICES 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 Richard McAbee who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 21-9388/246139agree/surfnet/professional svcs mayor 1 of 11 5/19-204082 148 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on February 18, 2021 (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 one (1) year from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown 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. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses,not to exceed Three Hundred Nine Thousand Dollars ($309,000). 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 is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 21-9388/246139agree/surfnet/professional svcs mayor 2 of 11 5/19-204082 149 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 CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS A. 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 CONSULTANTS 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. B. To the extent that CONSULTANT performs "Design Professional Services" within the meaning of Civil Code Section 2782.8, then the following Hold Harmless provision applies in place of subsection A above: 21-9388/246139agrec/surfneUprofessionalsvcs mayor 3 of 1 1 5/19-204082 150 "CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY and its officers, elected or appointed officials, employees, agents and volunteers, from and against any and all claims, damages, losses, expenses, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) to the extent that the claims against CONSULTANT arise out of,pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT. In no event shall the cost to defend charged to CONSULTANT exceed CONSULTANT's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more other defendants to the claims and/or litigation is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, CONSULTANT shall meet and confer with CITY and other defendants regarding unpaid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited as provided in California Civil Code Section 2782.8. C. Regardless of whether subparagraph A or B applies, CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE 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 21-9388/246139agree/surfnet/professional svcs mayor 4 of 11 5/19-204082 151 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. 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. 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 21-9388/246139agree/surfnet/professional svcs mayor 5 of 11 5/19-204082 152 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. 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 services 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 at any time with or without cause, and whether or not the PROJECT 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 21-9388/246139agree/surfnet/professional svcs mayor 6 of 11 5/19-204082 153 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. 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. 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: 21-9388/246139agree/surfnet/professional svcs mayor 7 of 1 1 5/19-204082 154 TO CITY: TO CONSULTANT: City of Huntington Beach Carl Warren and Company ATTN: Deanna Soria 11209 N. Tatum Blvd., Suite 130 2000 Main Street Phoenix, AZ 85028 Huntington Beach, CA 92648 (602) 485-8228 Attn: Richard McAbee 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval 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. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. 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. 20. 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 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 21-9388/246139agree/surfnet/professional svcs mayor 8 of 11 5/19-204082 155 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. 21. 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. 22. 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. 23. 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 CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 21-9388/246139agree/surfnet/professional svcs mayor 9 of 11 5/19-204082 156 24. 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. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. 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. 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's 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 parry'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 21-9388/246139agree/surfnet/professional svcs mayor 10 of 11 5/19-204082 157 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 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Council. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, a Carl Warren and Company municipal corp ation of the State of Califor 'a B N\C c �{Y` C� t2 M, nr print name �, \� , , ! 9.40,21,4444) ITS: (circle one)Chairman/President/Vice Preside Y\1 { C4 Clerk AND INITIATED AND APPROVED: By: of 041,4k- print name Director o Administrative Services ITS: (circle one)Secretary/Chief Financial 4191A4 sst. Secretary-Treasurer RE/pi D A APTVED: City Manager APPROVED AS TO FORM: City Attorney X/ 21-9388/246139agree/surfnet/professional svcs mayor 11 of 11 5/19-204082 158 -------"" ® A CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) ACCORD 3/Z/2021 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 policy(ies)must have ADDITIONAL INSURED provisions or 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 Venbrook Insurance Services CA Lic 0D80832 NAMEACT Pamala Sheridan 6320 Canoga Avenue 12th Floor PHONE No.Bet): 818-598-8997 FAX No): 818-598-5680 Woodland Hills, CA 9 i367 E-MAIL ADDRESS: operations{(I),venbrook.com INSURER(S)AFFORDING COVERAGE NAIC# www.venbrook.com CA Lic No.0D80832 INSURER A: Sentinel Insurance Company Ltd 11000 INSURED INSURER B: Pacific indemnity Company 20346 Venbrook Group, LLC INSURER C: Allied World Surplus Lines Insurance Co 24319 Carl Warren&Company Carl Warren&Company of Nevada INSURERD: P.O.Box 25180 INSURER E: Santa Ana CA 92799 INSURER F: COVERAGES CERTIFICATE NUMBER: 60452235 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR 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 SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LT EXP R TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DDJYYYY) (MM/DO EFF //YYYYI LIMITS A ✓ COMMERCIAL GENERAL LIABILITY ✓ / 72SBAAG9334 8/22/2020 8/22/2021 EACH OCCURRENCE $$2,000,000 DAMAGE TO RENTED CLAIMS-MADE ✓ OCCUR PREMISES(Ea occurrence) S$1,000,000 MED EXP(Any one person) $$1,0000 PERSONAL&ADV INJURY $$2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $$4,000,000 POLICY / EC LOC PRODUCTS-COMP/OP AGG $$4,000,000 OTHER: Deductible $$0 A AUTOMOBILE LIABILITY 72SBAAG9334 8/22/2020 8/22/2021 cO sal eigtSINGLELIMIT $$2 000,000 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) S _ AUTOS ONLY _ AUTOS HIRED NON-OWNED PROPERTY DAMAGE S ✓ AUTOS ONLY ✓ AUTOS ONLY (Per accident) Deductible $$0 UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB — CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ B WORKERS COMPENSATION 71771494 8/22/2020 8/22/2021 y STATUTE OTH- ER AND EMPLOYERS'LIABILITY ANYPRORIM TO REXCLUDED?ECUTIVE YYN NIA E.L.EACH ACCIDENT $$1,000,000 OFFICEEM(Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $$1.000.000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $$1,000,000 C Errors&Omissions ' 03121299 12/1/2019 6/1/2021 $10,000,000 Limit/$75,000 Retention DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) City of Huntington Beach,its Officers,Elected or Appointed Officials,Employees,Agents and Volunteers are included as additional insured as respects General Liability,where required by written contract.Waiver of subrogation is applicable where requirrp fti ntJ respect General Liability and subject to policy terms and conditions. By: ' MICHAEL E.GATES CITY ATTORNEY CERTIFICATE HOLDER CANCELLATION CITY OF HUNTINGTON BEACH SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Huntington Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 2000 Main Street ACCORDANCE WITH THE POLICY PROVISIONS. Huntington Beach CA 92648 AUTHORIZED REPRESENTATIVE ,� �"' ,/Gam l roc J/i..Q, - I Pamala Sheridan ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 60452235 1 20-21 ALL LINES - CARL WARREN ( Pamala Sheridan 13/2/2021 3)05:23 PM (PST) 1 Page 1 of 6 159 72SBAAG9334 3/2/2021 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured-Grantor Of Franchise . COVERAGES WHO IS AN INSURED under Section C. is If fisted or shown as applicable in the Declarations, amended to include as an additional Insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply. When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C., Who Is An insured, does not apply Equipment I to the person or organization shown in the a. WHO iS AN INSURED under Section C.Is' Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below: Insured — Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with respect to liability for"bodily . , Organization i+ injury", "property damage" or "personal WHO IS AN INSURED under Section C. Is and advertising injury"caused, in whole or amended to include as an additional insured in part, by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability • person(s)or organization(s). for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional Insureds, this insurance whole or in part, by your acts or omissions or does not apply to any "occurrence"which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In the performance of your ongoing 5. Additional Insured - Owners Or Other . operations;or Interests From Whom Land Has Been • b. in connection with your premises owned Leased by or rented to you. a. WHO IS AN INSURED under Section C.is 2. Additional Insured - Managers Or Lessors amended to include as an additional Of Premises insured the person(s) or organization(s) shown in the Declarations as an Additional a. WHO IS AN INSURED under Section C. Is Insured—Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s)or organization(s)shown in the with respect to liability arising out of the Declarations as an Additional Insured - ownership,maintenance or use of that part Designated Person Or Organization; but only of the land leased to you and shown in the with respect to liability arising out of the Declarations, ownership,maintenance or use'of that part of b. With respect to the insurance afforded to the premises leased to you and shown in the Declarations, these additional insureds, the following b. With respect to the Insurance afforded to additional exclusions apply: i these additional insureds, the following This insurance does not apply to: additional exclusions apply: (1) Any "occurrence" that takes place This insurance does not apply to: after you cease to lease that land;or (1) Any "occurrence" which takes place (2) Structural alterations, new after you cease to be a tenant In that construction or demolition operations premises;or performed by or on behalfof such person or organization. (2) Structural alterations, new 6. Additional Insured - State Or Political construction or demolition operations Subdivision--Permits performed by or on behalf of such person or organization. a. WHO IS AN INSURED under Section C.is amended to include as an additional insured the state'or political subdivision shown in the Declarations as an Additional I Page 18 of 24 Form SS 00 08 04 05 60452235 1 20-21 ALL LINES - CARL WARREN 1 Pamela Sheridan 1 3/2/2021 3.05,23 PM (PST) 1 Page 2 of 6 160 72SBAAG9334 03/02/2021 BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (a) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political • to make or normally undertakes to subdivision has issued a permit, make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, (1) "Bodily injury", "property damage" or except such operations performed "personal and injury" of the vendor's premises in advertising g connection with the sale of the arising out of operations performed for product; the state or municipality;or (2) "Bodily injury" or "property damage" (g) Products which, after distribution included in the "product-completed or sale by you, have been labeled or relabeled or used as a operations"hazard. container, part or ingredient of any 7. Additional Insured—Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C.Is the vendor;or amended to include as an additional • (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor)shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or"property damage"arising out of acting on its behalf. However,this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (I) The exceptions contained in business and only if this Coverage Part Subparagraphs(d) or(f);or provides coverage for "bodily injury" or (II) Such inspections, property damage" included within the adjustments,tests or servicing "products-completed operations hazard". ab. The insurance afforded to the vendor is make the ory normndorally has undertakesagreed to subject to the following additional exclusions: to makenormally in the usual course of (1) This insurance does not apply to: business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor Is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional Insured—Controlling interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling interest, but only with respect to solely for the purpose of inspection, their liability arising out of: demonstration, testing, or the a. Their financial control of you;or substitution of parts under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original container; Form SS 00 08 04 05 Page19of24 60452235 1 20-21 ALL LINES - CARL WARREN 1 Pamela Sheridan 1 3/2/2021 3:05.23 PM (PST) 1 Page 3 of 6 161 72SBAAG9334 03/02/2021 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or"suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or"suit' single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or"suit". However, this other information; paragraph does not apply to the Medical Expenses (3) Cooperate with us in the investigation, limit set forth in Paragraph 3.above. settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the"suit"; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months,starting with the beginning of the policy period shown in the enforcementonor of any right that mayot any Declarations, unless the policy period is extended liaperson h organization be after issuance for an additional period of less than 12 or damagele to the insured hb thissse suof injury months. In that case, the additional period will be may to which insurance deemed part of the last preceding period for purposes also apply. of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own GENERAL.CONDITIONS cost, voluntarily make a payment, assume any obligation, or incur any expense, other 1. Bankruptcy than for first aid,without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties in The Event Of Occurrence, by other insurance available to an Offense,Claim Or Suit additional insured, such additional Insured . a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the other insurer for defense and indemnity. t<l You or any additional insured must see to However, this provision does not apply to It that we are notified as soon as the extent that you have agreed in a practicable of an "occurrence" or an written contract, written agreement or offense which may result in a claim. To the extent possible, notice should include: permit that this insurance is primary and non-contributory with the additional (1) How,when and where the"occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additiona► insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence"or offense. known to: b. Notice Of Claim (1) You or any additional insured that is if a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (6) Any trustee, if you or an additional claim or"suit"as soon as practicable. • insured is a trust;or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured Is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 60452235 1 20-21 ALL LINES - CARL WARREN Pamela Sheridan j 3/2/2021 3:05:23 PM (PST) Page 4 of 6 162 72SBAAG9334 03/02/2021 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured, upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage"liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insurance insurance required by that law. b. With respect to "mobile equipment" to If other valid and collectible insurance is which this insurance applies, we will available for a loss we cover under this Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows; underinsured motorists, no-fault or other coverage required by any motor vehicle a. Primary Insurance law. We will provide the required limits for This insurance is primary except when b. those coverages. below applies. If other insurance is also 4. Legal Actiort•Against Us primary, we will share with all that other No person or organization has a right under insurance by the method described in c. below. this Coverage Form: a. To join us as a party or otherwise bring us b. Excess Insurance into a "suit" asking for damages from an This insurance is excess over any of the Insured;or other insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis: all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for"your work"; against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of That is fire, lightning or explosion this insurance or that are in excess of the insurance for premises rented to you applicable limit of insurance. An agreed or temporarily occupied by you with settlement means a settlement and release of permission of the owner; liability signed by us, the insured and the claimant or the claimant's legal representative. (3) Tenant Liability 5. Separation Of Insureds That is insurance purchased by you to Except with respect to the Limits of Insurance, cover your liability as a tenant for and any rights or duties specifically assigned property damage to premises rented #a you or temporarily occupied by you in this policy to the first Named Insured, this insurance applies: with permission of the owner; a. As if each Named Insured were the only (4) Aircraft,Auto Or Watercraft Named Insured;and If the loss arises out of the maintenance b. Separately to each insured against whom or use of aircraft,-"autos"or watercraft to a claim is made or"suit"is brought, the extent not subject to Exclusion g. of Section A.—Coverages. 6. Representations (6) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy,you agree: If the loss arises out of "property (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not • (2) Those statements are based upon subject to Exclusion k.of Section A.— representations you made to us;and Coverages, Page 16 of 24 Form SS 00 08 04 05 60452235 120-21 ALL LINES - CARL WARREN 1 Pamala Sheridan 1 3/2/2021 3:05:23 PM (PST) I Page 5 of 6 163 72SBAAG9334 3/2/2021 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of I. Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations,or products and completed absence of this insurance; and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance;or insurance. (7) When You Add Others As An We will share the remaining loss,if any,with Additional Insured To This any other Insurance that is not described in Insurance this Excess insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares,we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This Insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this Insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method,each r share with all that other insurance insurer's share is based on the ratio of Its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this Insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs(a)and(b)do not apply to apply to Medical Expenses Coverage. other insurance to which the additional . /'b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the Insured against any"suit"if any including Supplementry Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against 4 so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 06 Page 17 of 24 60452235 120-21 ALL LINES - CARL WARREN 1 Pamala Sheridan 13/2/2021 3,05:23 PM (PST) 1 Page 6 of 6 164 . THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY CHANGE This endorsement changes the policy effective on the Inception Date of the policy unless another date is indicated below: Policy Number: 72 SBA AG9334 SC Named Insured and Mailing Address; VENBROOK GROUP, LLC SEE FORM SS1235 6320 CANOGA AVE. FL. 12 WOODLAND HILLS CA 91367 Policy Change Effective Date: 03/04/21 Effective hour is the same as stated in the Declarations Page of the Policy. Policy Change Number: 009 Agent Name: VENBROOK INSURANCE SERVICES Code: 250576 POLICY CHANGES: SENTINEL INSURANCE COMPANY, LIMITED ANY CHANGES IN YOUR PREMIUM WILL BE REFLECTED IN YOUR NEXT BILLING STATEMENT.IF YOU ARE ENROLLED IN REPETITIVE EFT DRAWS FROM YOUR BANK ACCOUNT, CHANGES IN PREMIUM WILL CHANGE FUTURE DRAW AMOUNTS. THIS IS NOT A BILL. NO PREMIUM DUE AS OF POLICY CHANGE EFFECTIVE DATE FORM NUMBERS OF ENDORSEMENTS REVISED AT ENDORSEMENT ISSUE: IH12001185 ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION PRO RATA FACTOR: 0.469 THIS ENDORSEMENT DOES NOT CHANGE THE POLICY EXCEPT AS SHOWN. Form SS 1211 04 05 T Page o 01 Process Date: 03/09/21 Policy Effective Date: 08/22/20 Policy Expiration Date: 08/22/21 165 POLICY NUMBER: 72 SBA AG9334 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION CITY OF LAS VEGAS ATTN: PURCHASING & CONTRACTS 495 S. MAIN ST. , 3RD FLOOR LAS VEGAS NV 89101 THE CITY OF COSTA MESA AND ITS ELECTED AND APPOINTED BOARDS, OFFICERS, AGENTS, AND EMPLOYEES P 0 BOX 1200 COSTA MESA CA 92728-8030 CITY OF HUNTINGTON BEACH, ITS OFFICERS, ELECTED OR APPOINTED OFFICIALS, EMPLOYEES, AGENTS AND VOLUNTEERS ARE INCLUDED AS ADDITIONAL INSURED. 2000 MAIN STREET HUNTINGTON BEACH CA 92648 Form IH 12 00 11 85 T SEQ.NO. 021 Printed in U.S.A. Page 001 Process Date: 03/09/21 Expiration Date: 08/22/21 166 S aity INSURANCE AND INDEMNIFICATION WAIVER lir MODIFICATION REQUEST Nun. lF:.. 1. Requested by: Risk Management 2. Date: 3/9/2021 3. Name of contractor/permittee: Carl Warren & Company 4. Description of work to be performed: Third Party Administrator for Liability Claims 5. Value and length of contract: $309,000.00; 3 years 6. Waiver/modification request: $75,000 Retention on Professional Liability 7. Reason for request and why it should be granted: unable to comply with requirements 8. Identify the risks to the City in approving this waiver/modification: NA a 3 Department Head Signature Date: APPROVALS Approvals must be obtained in the order listed on this form. Two approvals are required for a request to be granted. Approval from the City Administrator's Office is only required if Risk Management and the City Attorney's Office disagree. 1. Risk Management Approved ❑ Denied A3- '"v2 I Sig ture Date 2. City Attorney's Office ❑ Approved ❑ Denied t Signature Date 3. City Manager's Office ❑ Approved ❑ Denied Signature Date If approved, the completed waiver/modification 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 167 Insurance Waiver Form (1) 3/9/2021 2:09:00 PM EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) See attached Exhibit A. B. CONSULTANTS DUTIES AND RESPONSIBILITIES: See attached Exhibit A. C. CITY'S DUTIES AND RESPONSIBILITIES: See attached Exhibit A. D. WORK PROGRAM/PROJECT SCHEDULE: See attached Exhibit A. EXHIBIT A 168 EXHIBIT A SCOPE OF WORK The Consultant is to provide the City with the following services: A. Program Administration Consultant shall: • 1. Provide professional and technical staff to perform General Liability Claims. Administration services with the assignment of qualified personnel, including at least . one principal claims examiner, to efficiently and effectively meet the scope of work listed in this section. Such assignment shall be subject to approval by the City. 2. Represent the City in all matters related to the set-up, investigation, adjustment, processing,negotiation,and resolution of liability claims against the City. • 3. Inform the City of changes or proposed changes in statutes, rules and regulations and any other case law affecting its General Liability Program. 4. Provide information and guidance regarding the general liability claims program and specified claims. • 5. Provide copies of file correspondence and documentation as requested by City. 6. Inform City of problem areas and/or trends,both potential and perceived,and provide recommendations and/or solutions to address problem areas and/or trends. 7. Attend appointments, including but not limited' to: meetings, conferences, Court appearances and scene investigations at the request of the City. 8. Provide 24-hour on-call service by providing the City with contact information for key personnel. This may include, but is not limited to, responding to an incident scene and/or conducting investigations. 9. Conduct risk management related seminars for department heads and/or City staff at the request of the City. 10. Attempt to settle and/or recommend denial of claims. 11, Prepare necessary reports of claims filed for the City's primary and excess carriers. 12. Establish and maintain a file for each potential claim. 13. Prepare a Monthly Status Report on all claims including litigated claims.Copies of the report shall be furnished to both the City Attorney and Risk Manager within twenty (20)days of the close of each calendar month.The Monthly Status Report shall include, but is not limited to,the following: 169 EXHIBIT A i. The details of each claim. This includes a list of all claims segregated by policy year showing the following: policy year, case number, claimant's name, cause of loss description, date of loss, type of loss, status, losses paid to date, reserves, and total incurred; the outstanding • reserves of each claim and detail of all claim payments during the • month; investigative costs; claims opened and closed during the month; and any active litigation. 14. The qualified TPA will follow special reporting requirements to the appropriate carriers for the time the City of Huntington Beach was a member of the BIG Independent Cities Excess Pool(BICEP),which dissolved effective July 1,2019. 15,Provide Quarterly Claim reviews to the City. 16.Provide the City with an annual Stewardship report. 17.Submit and assist with file audits by Carriers or Pools. B. Claims Administration Consultant shall provide administrative services that include,but are not limited to: 1. At the direction of the City, claimants or their attorneys will be contacted promptly and appropriate contact will be maintained until the claim is closed. Claimants or their attorneys will receive a telephone call from Consultant or have a contact letter mailed to them from Consultant within 48 hours of receipt of claim by Consultant. 2. Obtain estimates of automobile damage when appropriate. 3. Review the status of claims and adequacy of reserves on all active cases at least every 90 days. 4. Provide first investigative report to Risk Management within thirty (30) days of receipt of claim. 5. Provide narrative reports when recommending rejection or settlement of a claim,when a claim is going to trial,or when any other significant events have occurred or will occur.Reports must be clear and concise. 6. Negotiate and approve claim settlements up to$5,000 and submit notice to the Risk Manager, 7. All files will be diaried at appropriate intervals to allow for timely completion of required activity. • 8. Content of all files will be in chronological order with correspondence in the designated section. 170 EXHIBIT A 9. Files will clearly and concisely document action taken on the claim. 10, Telephone calls will be returned within 24 hours. If the staff member called is not available within this timeframe, another designated staff member will return to call. 11.Review all new claims for liability and provide an assessment of liability to the • City no later than thirty(30)days from receipt of loss notice to City. 12. Identify and notify possible co-defendants. 13.Tender claims to other potential responsible parties. 14.Complete and send Insufficiency letters,rejection notices,delay letters,mitigation of damages letters and other correspondence and communication as is needed. 15.Process all claims in accordance with City's instructions and policies. 16. Have translators available to assist with non-English speaking claimants and/or • witnesses. 17.Maintain a procedure to alert necessary persons of important dates with respect to the claims. 19. If the possibility of subrogation exists, pursue subrogation recovery on behalf of the City for 18%of the net recovery, 20.Report to BICEP(Excess Liability Pool)or PRISM in accordance with policy provisions. 21,Comply and meet with any excess pool/carrier claims administration requirements. C. Investigations 1 . Within ten (10) days of receipt of claim, unless otherwise requested by the Risk Manager, take statements of facts from claimants when not represented by an attorney. Statements will be preserved by recording or taking handwritten signed statements, 2. Further investigate claims where the initial review indicates that it is warranted. Further investigation may include but is not limited to: on-sight investigation, photographs, interviewing witnesses and taking signed or recorded statements, verification of damage or loss, taking measurements, obtaining maps/diagrams from the City or other sources,obtaining medical releases,police reports, internal operations investigations, paramedic reports, marine safety department reports,building permits, or other records as required. 3. If an attorney is involved,direct all communication to the claimant's attorney regarding the investigation,negotiation,and evaluation of any claims leading to a settlement. 171 EXHIBIT A 4. Report all bodily injury claims to Index Bureau. Conduct Index bureau searches for repeat claimants. Conduct additional Index Bureau searches at request of the City. 5. Obtain approval from City before engaging the services of an outside vendor for an investigative assignment. D. Litigation Management Consultant shall provide Litigation Management services that include, but are not limited to: I. Provide City Attorney's Office with transmittal letter outlining the status of the case, results of investigations, primary issues, requested action, a complete copy of the file . and any documentation within fourteen (14) days of receipt of lawsuit with a copy to the Risk Manager. • 2. Maintain liaison with the City Attorney's Office and defense counsel and provide such investigation as required during the entire litigation process, including but not limited to:additional investigations for pretrial and trial that may be requested by either the City Attorney's Office or defense counsel. 3. Obtain approval from City prior to agreement or settlement. 4. Obtain a fully executed release on all settlements and dismissals. 5. Attend Settlement Conferences,mediation or arbitrations as requested. 6. Assist the City Attorney and defense counsel in preparing and/or answering discovery as requested.. 7. Assist City personnel in Small Claims Court actions filed by and against City, including but not limited to: obtaining witness information, evidence, assistance in preparing the case for trial,and appearance at the trial if deemed necessary by the City. • 172 EXHIBIT "B" Payment Schedule(Hourly Payment) A. Hourly Rate CONSULTANTS fees for such services shall be based upon the following hourly rate and cost schedule: See attached Exhibit B B. Travel Charges for time during travel are not reimbursable. C. Billing 1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANTs firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 1 Exhibit B 173 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 2 Exhibit B 174 EXHIBIT B ''''. -",,--' t::,.... 4111 471,0 4 CARL WARREN & COMPANY d '.t►t' I5}:.. 13 ' — Claims Management and Solutions Third Party Administrative Services Price Proposal { _ -41 r .. for Cityof Huntington Beach x January 27, 2021 Contact: Richard McAbee Chief Marketing Officer 11209 N. Tatum Blvd., Suite 130 -r Phoenix, AZ 85028 .7 C: 602-723-5610 I T: 602-485-8228 Y; � , rmcabee@carlwarren.com Confidential & Proprietary 175 EXHIBIT B Carl Waen & Company, LLC j /if® rrThird Pa rty Administiative Services Price Proposal for City of Huntington Beach Fixed Annual Pricing—2 Year FIXED ANNUAL'PRICING CLAIMS ADMINISTRATION SERVICES 2021 2022. 2022-2.0.23 Fixed Annual Rate-NTE $103,000* $105,060* (*Not-to-exceed 165 new claims&record only per year) Excess of CAP of 165 Claims Per Year: $900 per suffix $927 per suffix • Litigated Excess of CAP of 165 Claims Per Year: $600 per suffix $618 per suffix • Non-Litigated Incident Report/Record Only Included included Telephone Included Included Copy Work included Included Stenographs Included Included Postage Included Included Office Expense Included included Claims Set-Up Fee included included Data Processing Included Included Index Bureau(ISO Claims Search&OFAC) included Included MMSEA Flung Fee[liability claims) Included included Miscellaneous/Allocated Loss Adjustment Expenses At Cost At Cost I.e. .office resorts,medical records,etc. Fiela WorkServicCs, . --- _L—. General liability Adjuster Services $88 per hour $88 per hour Mileage Included Included Photo•ra•hs/Duplicate Photo•ra•hs Included Included Ancillary_Sei v c_ts Subrogation 18%of net recovery 18%of net recovery Outside Investigations At Cost At Cost Auto/Property Damage Appraisals At Cost At Cost Surveillance/Fraud Unit At Cost At Cost Annhtil Ps(.ir,iinistr01ir)i)Sero .es�- � . _ • Data Management • Account Management Included Included • Annual Stewardship • Quarterly Claims Review • RMIS Training/Technical Support • Set-Up(one-time charge) . Data Conversion(s) • 3 Users RMIS Access Included Included • Standard Monthly Loss Runs . Report Programming • Carrier TPA Oversight(Data Extract,Feeds,Audits, Compliance&Reporting) Additional Users $250/user per year $250/user per year Custom Report Development $250 per hour $250 per hour Exit IT Services Final Termination Resort 250 .er hour 250 •er hour Bai1ht q°°/Trust LL00 61'Seth es___ _ . Trust Account Maintenance Included Included Check Issuance and Reconciliations Included Included 1 099 Reporting,including IRS File Included Included Confidential& Propi ietary Page I 2 176 EXHIBIT B I/ / ® Carl Warren & Company; LLG Third Party Administrative Services Price Proposal for City of Huntington Beach. Fixed Annual Pricing-3 Year FWED ANNUAL PRICING CLAIMS ADMINISTRATION SERVICES _1 2021. =2022 1 2022-2023.' 2023:-2024 Fixed Annual Rate-NTE ('Not-to-exceed 165 $103,000* $103,000* $103,000* new claims&record only per year) Excess of CAP of 165 Claims Per Year: $900 per suffix $900 per suffix $900 per suffix • Litigated Excess of CAP of 165 Claims Per Year: $600 per suffix $600 per suffix $600 per suffix • Non-Litigated Incident Report/Record Only Included Included Included Telephone Included Included Included Copy Work Included Included Included Stenographs Included Included Included Postage Included Included Included Office Expense Included Included Included Claims Set-Up Fee Included Included Included Data Processing Included Included Included Index Bureau(ISO Claims Search&OFAC) Included Included Included MMSEA Filing Fee(liability claims) Included Included Included Miscellaneous/Allocated Loss Adjustment Expenses(i.e.police reports,medical At Cost At Cost At Cost records,etc. FaId Work Servtc,-.a ;_ General Liability Adjuster Services $88 per hour $88 per hour $88 per hour Mileage Included Included Included Photo•ra•hs/Du•licate Photo•ra•hs Included Included Included ;Ancdlciry_Ser18%of net 18%of net 18%of net Subrogation recovery recovery recovery Outside Investigations Ai Cost At Cost At Cost Auto/Property Damage Appraisals At Cost At Cost At Cost Surveillance/Fraud Unit Ai Cost At Cost At Cost Annual Atimiriistro S,_, „ , - • Data Management • Account Management Included Included Included • Annual Stewardship • Quarterly Claims Review • RMIS Training/Technical Support • Set-Up(one-time charge) • Data Conversion(s) • 3 Users RMIS Access Included Included Included • Standard Monthly Loss Runs • Report Programming • Carrier TPA Oversight(Data Extract,Feeds, Audits,Compliance&Reporting) $250/user per $250/user per $250/user per Additional Users year year year Custom Report Development $250 per hour $250 per hour $250 per hour Exit IT Services Final Termination Resort .250 per hour .250 .er hour $250 .er hour ;f3cin(in jJTrus("account 4ervues_ _ I _ _— - Trust Account Maintenance Included Included Included Check Issuance and Reconciliations Included Included Included 1099 Reporting,including IRS File Included Included Included Confidential & Proprietary Page 13 177 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND CARL WARREN AND COMPANY LIABILITY CLAIM INVESTIGATION AND PROCESSING Table of Contents 1 Scope of Services 1 2 City Staff Assistance 2 3 Term; Time of Performance 2 4 Compensation 2 5 Extra Work 2 6 Method of Payment 3 7 Disposition of Plans, Estimates and Other Documents 3 8 Hold Harmless 3 9 Professional Liability Insurance 4 10 Certificate of Insurance 5 11 Independent Contractor 6 12 Termination of Agreement 6 13 Assignment and Delegation 6 14 Copyrights/Patents 7 15 City Employees and Officials 7 16 Notices 7 17 Consent 8 18 Modification 8 19 Section Headings 8 20 Interpretation of this Agreement 8 21 Duplicate Original 9 22 Immigration 9 23 Legal Services Subcontracting Prohibited 9 24 Attorney's Fees 10 25 Survival 10 26 Governing Law 10 27 Signatories 10 28 Entirety 10 29 Effective Date 11 178 AMENDMENT NO. 1 TO AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND CARL WARREN AND COMPANY FOR LIABILITY CLAIM INVESTIGATION AND PROCESSING THIS AMENDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "City,"and CARL WARREN AND COMPANY, an Arizona Company,hereinafter referred to as"CONSULTANT." WHEREAS, City and Consultant are parties to that certain agreement, dated February 18, 2021, entitled"Professional Services Contract Between the City of Huntington Beach and Carl Warren and Company for Liability Claim Investigation and Processing"which agreement shall hereinafter be referred to as the"Original Agreement"; and City and Consultant wish to amend the Original Agreement to increase the amount of compensation to be paid to Consultant, NOW,THEREFORE, it is agreed by City and Consultant as follows: 1. ADDITIONAL COMPENSATION In consideration of the services to be performed under the Original Agreement, City agrees to pay Consultant at the rates specified in Exhibit B which is attached hereto and incorporated by reference into this Agreement. City further agrees to pay Consultant an additional sum not to exceed Two Hundred Twenty Two Thousand Dollars($222,000.00). The additional sum shall be added to the original sum of Three Thousand Nine Hundred Dollars($309,000.00), for a new contract amount not to exceed Five Hundred Thirty One Thousand Dollars($531,000.00). 22-11886/291758 1 2. SCOPE OF WORK CONSULTANT shall provide additional 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." 3. REAFFIRMATION Except as specifically modified herein, all other terms and conditions for the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers on October 18 ,2022. CARL WARREN AND COMPANY CITY OF HUNTINGTON BEACH, a municipal corporation of the State of Cali •nia By: print name Mayor ITS: (circle one)Chairman/President/Vice President sit., ? 1iu.j2rtu) AND City Clerk f/4/« By: INITIATED AND APPROVED: print name ITS: (circle one)Secretary/Chief Financial Director of A mini ttative Services Officer/Asst.Secretary-Treasurer VIEWE D AP ROVED: COUNTERPART City Manager APPROVED M: ity ttorney ) 22-11886/291758 2 2, SCOPE OF WORK CONSULTANT shall provide additional 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." 3. REAFFIRMATION Except as specifically modified herein, all other terms and conditions for the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers on October 18 ,2022. CARL WARREN AND COMPANY CITY OF HUNTINGTON BEACH,a municipal corporation of the State of <�(,\ California By I,,Q-'� print name Mayor ITS: (circle one)Chairman/P esidentNice President AND City Clerk By: INITIATED AND APPROVED: print name ITS:(circle one)Secretary/Chief Financial Dire Officer/Asst. Secretary-'Treasurer Director of Administrative Services REVIEWED AND APPROVED: COUNTERPART City Manager APPROVED AS TO FORM: City Attorney tkit) 22-11886/291758 2 2. SCOPE OF WORK CONSULTANT shall provide additional 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." 3. REAFFIRMATION Except as specifically modified herein, all other terms and conditions for the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers on October 18 ,2022. CARL WARREN AND COMPANY CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California Y: f/ • name Mayor ITS: (circle one)Chairman/President/Vice President Y AND City Clerk By: INITIATED AND APPROVED: print name ITS:(circle one)Secretary/Chief Financial Qftieer/Acst. Secretary-Treasurer Director of Administrative Services REVIEWED AND APPROVED: COUNTERPART City Manager APPROVED AS TO FORM: City Attorney tklu 22-11886/291758 2 EXHIBIT "A" A. STATEMENT OF WORK: (Additional Services) E. SUBROGATION/PROPERTY RECOVERY SERVICES All liability and property investigative matters related to the incident or file are completed by the handling claim adjustor of Carl Warren or the City Risk Management Department. Once the investigation work is complete, the claim damage documents are transmitted to Carl Warren's subrogation team to recover the final damages. Basic information such as a police report, or other means of claimant identification of the responsible party to pursue, enables us to prepare a more accurate and effective demand for reimbursement. Once the damage documentation is complete to evidence the amount of recovery sought, we can begin preparation of the demands. The recovery adjustor will work closely with the City's Risk Management Department to tailor the recovery process to your needs. If subrogation potential has been identified on large loss files, with communication, our subrogation experts can have early involvement and coordinate with a subrogation attorney for site inspections, etc. 22-11886/291758 3 CI- Saco CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) L..i 10/10/2022 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 policy(ies)must have ADDITIONAL INSURED provisions or 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 CONTACT Venbrook Insurance Services NAME: Venbrook Insurance Services 6320 Canoga Avenue, 12th Floor PHONE FAX 818-598-8900 wo.Not: 818-598-8910 Woodland Hills, CA 91367 -MAIL E,t) ADDRESS: INSURER(S)AFFORDING COVERAGE NAIL S www.venbrook.com CA Lic No.0D80832 INSURER A: Sentinel Insurance Company,Ltd. 11000 INSURED INSURER B: Technology Insurance Company,Inc. 42376 Venbrook Group, LLC INSURER C: Allied World Surplus Lines Insurance Co 24319 Carl Warren&Company Carl Warren &Company of Nevada INSURERD: 6320 Canoga Avenue, 12th Floor INSURERE: Woodland Hills CA 91367 INSURER F: COVERAGES CERTIFICATE NUMBER: 70742747 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR 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 SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR .INS❑ WVn POLICY NUMBER (MMIDD!YYYYI IMM!DDIYYYY) A ✓ COMMERCIAL GENERAL LIABILITY ✓ ✓ 72SBAAG9334 8/22/2022 8/22/2023 EACH OCCURRENCE S1,000,000 DGE TO CLAIMS-MADE ,,/ OCCUR PREMISES SES(aENTED occurrence) $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY ✓ jRt7 LOC PRODUCTS-COMP/OP AGG 52,000,000 OTHER: Deductible $0 A AUTOMOBILE LIABILITY 72SBAAG9334 8/22/2022 8/22/2023 COMBINEOSINGLE LIMIT $ {Ea acddenn 1,000,000 ANY AUTO FOR BODILY INJURY(Per person) $ - OWNED - SCHEDULED APPROVED AS O BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS $ HIRED NON-OWNED PROPERTY DAMAGE ✓ AUTOS ONLY ✓ AUTOS ONLY (Per accident) py. rtICHAF� E.GATES Deductible $0 UMBRELLA LIAB ' OCCUR CITY I.TTOKNEY ACH EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE CITY OF HUNTINGTON BAGGREGATE $ DED RETENTIONS S B WORKERS COMPENSATION TWC4151389 8/22/2022 8/22/2023 �/ STATUTE EOT RH AND EMPLOYERS'LIABILITY ANYPROPRIETORIPARTNERIEXECUTIVE Y!N E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? Y N!A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1.000.000 II yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S 1,000,000 C Errors&Omissions 03121299 6/1/2022 6/1/2023 $5,000,000 each claim/agg,$350,000 ret. DESCRIPTION OF OPERATIONS!LOCATIONS!VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached it more space is required) Segment:Carl Warren&Company City of Huntington Beach,its Officers,Elected or Appointed Officials,Employees,Agents and Volunteers are included as additional insured as respects General Liability,where required by written contract,per Form SS 00 08 04 05.Waiver of subrogation is applicable where required by respect General Liability and subject to policy terms and conditions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Huntington Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 2000 Main Street ACCORDANCE WITH THE POLICY PROVISIONS. Huntington Beach CA 92648 AUTHORIZED REPRESENTATIVE /9 / I Wuchen Liu (//V � /1/C.A.,V` ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 70742747 122-23 ALL LINES - CARL WARREN I Wuchen Liu 110/10/2022 8:17:29 At-: (PDT) I Page 1 of 7 ("1FK. Mgt l l T;?4'22N4:3:3 r AGENCY CUSTOMER ID: LOC#: AC oRo ADDITIONAL REMARKS SCHEDULE Page of AGENCY NAMED INSURED Venbrook Insurance Services Venbrook Group LLC Carl Warren&Company POLICY NUMBER Carl Warren&Company of Nevada 6320 Canoga Avenue 12th Floor Woodland Hills CA 91367 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE:Certificate of Liability(03/16) HOLDER:City of Huntington Beach ADDRESS:2000 Main Street Huntington Beach CA 92648 Carl Warren & Company, LLC; E&O Retroactive Date: 01/31/2019; Cyber Retroactive Date: 01/31/2019 Carl Warren & Company of Nevada, LLC; E&O Retroactive Date: 01/31/2019; Cyber Retroactive Date: 01/31/2019 ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ATTACHMENT 70742747 122-23 ALL LINES - CARL WARREN I Wuchen Liu 110/10/2022 8(17(29 AM (PDT) I Page 2 of 7 ��//�\ TINGin �, Pc."*.. °a •., City of Huntington Beach , 2000 Main Street ♦ Huntington Beach, CA 92648 o = (714) 536-5227 • www.huntingtonbeachca.gov coUNT1' CPi�• Office of the City Clerk +��o•��ii��� Robin Estanislau, City Clerk November 9, 2022 Carl Warren and Company Attn: Richard McAbee 11209 N. Tatum Blvd., Suite 130 Phoenix, AZ 85028 Dear Mr. McAbee: Enclosed is a fully executed copy of Amendment No. 1 to Agreement between the City of Huntington Beach and Carl Warren and Company for Liability Claim Investigation and Processing, approved by City Council on October 18, 2022. Sincerely, A2,411/ Robin Estanislau, CMC City Clerk RE:ds Enclosure Sister City: Anjo, Japan L M V L. 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Ull) O •MINN vimo 01) a) M f1'PFK'O✓�-D �-O City of Huntington Beach File #: 21-237 MEETING DATE: 3/15/2021 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Oliver Chi, City Manager PREPARED BY: John Clark, Interim Administrative Services Director Subject: Approve a Professional Services Contract with Carl Warren & Company for Liability Claims Administration Services Statement of Issue: The City of Huntington Beach maintains a program of self-insurance for general liability pursuant to the California Tort Claims Act. The City desires to retain the services of Carl Warren & Company to provide assistance in administering this program for a period of three (3) years. Financial Impact: The proposed contract is for an amount not to exceed $309,000 for a three-year period, with funding appropriated in Business Unit 55230502.69365 Liability Insurance Fund. Recommended Action: Approve and authorize the Mayor and City Clerk to execute the agreement, "Professional Services Contract Between the City of Huntington Beach and Carl Warren & Company Liability Claim Investigation and Processing," in the amount of$309,000 for three (3) years, and delegate authority to the City Manager to execute any extensions thereto. Alternative Action(s): Do not approve the agreement and direct staff accordingly. This will require conducting a second Request for Proposals process to solicit bids from other qualified firms. Analysis: In 2020, the City issued a Request for Proposals (RFP) for a public sector third-party administrator (TPA) for liability claims administration services. Services include, but are not limited to, the following activities: program administration, claims administration, investigation services, and litigation management. Carl Warren ranked No. 1 out of 3 vendors (Attachment 2) based on their experience and pricing. The City has utilized Carl Warren for many years and has been satisfied with their services. Staff recommends the approval of a three (3) year contract with Carl Warren to administer the City's general liability self-insurance program. City of Huntington Beach Page 1 of 2 Printed on 3/10/2021 mve,etl by leg-SWr File #: 21-237 MEETING DATE: 3/15/2021 Environmental Status: Not applicable. Strategic Plan Goal: Not applicable - Administrative Item Attachment(s): 1 . Professional Services Contract - Carl Warren & Company 2. Professional Service Award Analysis City of Huntington Beach Page 2 of 2 Pnnted on 3/10/2021 powered ey Leg star'- PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND CARL WARREN AND COMPANY LIABILITY CLAIM INVESTIGATION AND PROCESSING 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 Carl Warren, an Arizona Company hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide liability claim investigation and processing services; 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. SCOPE OF SERVICES 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 Richard McAbee who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 21-938M46139agrW swfneUprofnsional secs mayor 1 of 11 5119-204082 3. TERM, TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on February 18, 2021 (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 one (1) year from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown 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. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Three Hundred Nine Thousand Dollars ($309,000). 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 is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 21.9388246139agree!surfncvprofasional sva mayor 2 of 11 5/19.204082 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 CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS A. 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 CONSULTANTS 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 CONSULTANTS 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. B. To the extent that CONSULTANT performs "Design Professional Services" within the meaning of Civil Code Section 2782.8, then the following Hold Harmless provision applies in place of subsection A above: 21-9388246139agrcc/surfncUprofasional svcs mayor 3 of 11 5119-204082 "CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY and its officers, elected or appointed officials, employees, agents and volunteers, from and against any and all claims, damages, losses, expenses, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) to the extent that the claims against CONSULTANT arise out of, pertain to,or relate to the negligence, recklessness, or willful misconduct of CONSULTANT. In no event shall the cost to defend charged to CONSULTANT exceed CONSULTANT's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more other defendants to the claims and/or litigation is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, CONSULTANT shall meet and confer with CITY and other defendants regarding unpaid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited as provided in California Civil Code Section 2782.8. C. Regardless of whether subparagraph A or B applies, CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE 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 21-93881246139apccl Surfnet/PMfM1Ma1 Svcs mayor 4 of 11 5/19-204082 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. 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. 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 21-9388246139agmd surfxUprorasional svu mayor 5 of 11 5119-204092 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. 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 services 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 at any time with or without cause, and whether or not the PROJECT 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 21-9388a46139agod surfr t*0fcssima1 svu MY" 6 of 11 5/19-204082 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. 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. 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-retum receipt requested: 21.9388246139agred surf wVpmfmiona1 Svcs mayor 7 of I I 3119.204082 TO CITY: TO CONSULTANT: City of Huntington Beach Carl Warren and Company ATTN: Deanna Soria 11209 N. Tatum Blvd., Suite 130 2000 Main Street Phoenix, AZ 85028 Huntington Beach, CA 92648 (602)485-8228 Attn: Richard McAbee 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval 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. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. 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. 20. 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 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 21-938M46139agrcd surfnct/profmioW sm mayor 8 of 11 5/19-204082 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. 21. 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. 22. 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. 23. 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 CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 21.9388246139agred surfncUprofaslonal svcs mayor 9 of 11 5/19-204092 24, 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. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. 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. 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's 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 21-93BM46139agrccl swfncvprofmima1 svm mayor 10 of 11 5/19-204082 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. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Council. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, a Carl Warren and Company municipal co tion of the State of a Califo 'a IQ c printnari si �e M1 .r � ITS: (circle one)Chairmen/PresidrnWice Presidrn 1e City Clerk � AND INITIATED AND APPROVED: By: print name Q Director o Administrative Services ITS: (circle one)Secrctary/Chief f n,ar,cla (Wc��Sst. Secretary-Trcasurcr //////'''''' RE IE D A�ArOVED: City Manager APPROVED AS TO FORM: 14s City Attorney 21-9388f246139agrcd surfnctIprofcss,onal svcs mayor I I of 11 5/19-204082 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF I-IUNTINGTON BEACI-I AND CARL, WARREN AND COMPANY LIABILITY CLAINI INVESTIGATION AND PROCESSING Table of Contents 1 Scope of Services.....................................................................................................1 2 Cite Staff Assistance................................................................................................2 3 Term: Time of Perfonnance.....................................................................................2 4 Compensation ..........................................................................................................2 5 Extra Work...............................................................................................................2 6 iMethod of Paymcnt..................................................................................................3 7 Disposition of Plans; Estimates and Other Documents ...........................................3 8 Hold Harmless ................................................................_.......................................3 9 Professional Liability Insurance.............................................................................4 10 Certificate of Insurance............................................................................................5 11 Independent Contractor............................................................................................6 12 Termination of Agreemcm.......................................................................................6 13 Assignment and Delegation......................................................................................6 14 Copyrights/Patents...................................................................................................7 15 City Employees and Officials.............. ...................................................................7 16 Notices.........................................................................................7 17 Consent ....................................................................................................................8 18 Nlodilication.............................................................................................................8 19 Section Headings .....................................................................................................8 20 Interpretation of this Agreement..............................................................................8 21 Duplicate Original....................................................................................................9 22 Immigration...............................................................................................................9 23 Legal Services Subcontracting Prohibited................................................................9 24 Attorney's Fees..........................................................................................................10 25 Survival.....................................................................................................................10 26 Governing Law ............................................................................................. ...........10 27 Signatories.................................................................................................................10 28 Entirety......................................................................................................................10 29 Effective Date................................................................................. I l ACO d CERTIFICATE OF LIABILITY INSURANCE 32/2021 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 INSURERIS). AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or 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 endorsements. PRoouc ER Venbrook Insurance Services CA Lic OD80832 "MEA Pamala Sherman 6320 Canoga Avenue, 121h Floor PHONEAC.N E.0 8'8-595-8997 FAX 818.5BB-58B0 Woodland Hills, CA 91367 EJAML ADDRESS OperabonsCjD venbrook com INSURER(S)AFFORDING COVERAGE NAM.a www venbrook com CA Lic No 0060832 ENSURER A Sentinel Insurance Company LW HOOD INSURED IN{URER B Pacific Indemnity Company 20M VenLILC Carl Warren Group mp sava c Allied Wald Surplus Lines Insurance Co 24319 Carl Warren&Company Carl Warren&Company of Nevada ais~0 P.O.Box 25180 swim"1: Santa Ana CA 92799 asIiREIt F. COVERAGES CERTIFICATE NUMBER: 60452235 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR 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 SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IIOR LTR TYPE OF INSURANCE AtxiL SUIIR' POLICY MUY•E11 Eff POUmmio Y E LffAna A coMMEncu.DINERILL LiPalurY 72SBAAG9334 I11,22/2020 8/22M21 EACIOCGlARaGE f • WODDO CUIMSMADE j OCCUR Ilia eXaminall $ 1000D 0 MEO ExP w peniin 5$1,0000 . PERSONAL&ADV INJURY f Z 000 OW GENT AGGREGATE LSAT APPLES PER. GENERAL AGGREGATE It$4.000.000 POLICY Z � O LOC PRODUCTS COMPIOP AGO 5$4,000,000 OTHER. Deductible ilso A AuroMossiuAaam 72SBAAG9334 522/2020 8f22/2021 f 2000,000 ANY AUTO BODILY IWURY(PAr PFrton) It - OWNED SCHEMED BOGEY INAIRY(PM stocent) { AUTOS aaY AUTOS AUTOS MY AUTN TOB�ONLYY { Deductible f uIN LA OCCUR EACHOCCuRRENDE f ntnu LtAs CUMNSIADE AGGREGATE f s B AND a(sla ewLonRr LWl1T'/corFeMluTttlM 71771494 &22/2020 1 A AND — ANWROPRIETORPARTNERI ECU VE YIN E.L EACHACC DISEAREIDENT 151 000000 OF n C E RMEMBE R ESCL UDEDT FYI MIA IMAn4FIpy n NMI E L. EA EMPLOYEE f 1.WWW.WWW _ IIM QeK".M ' DE SCRIPTIONCFWERATIONSO EL DISEASE-POLICY Lear 1 f 1000000 C Errors 8 Omissions 03121299 12/1/2019 6I12021 10,000,001)LwrvU375.UUU Retention DESCRMTIOw M OPERAiIaI!/LDCAl10N{I VEMIIXl<e IACORD 101.AIMYIenY RNwRA SrNOUN.mry a ReACARa N rwn 6rMKI b rpiArW I City of Huntington Beach.Its Officers,Elected or Appointed Officials. Employees.Agents and Volunteers are included as additional insured as respects General Liability where required by wrdten contract Waiver of subrogation is applicable where requir6fi `Ft%4 respect General Liability and subject to policy terms and condrtions By: VC11EL E.GATES ATTORNEY CERTIFICATE HOLDER CANCELLATION CITY OF HUNTINGTON BEACH SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 0of Huntington Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 0 Main Street ACCORDANCE WITH THE POLICY PROVISIONS Huntington Beach CA 92648 AUTMORIEEDREPRESENTAT" /v •nf.'� l/00( . Pamala Shencan C 1988-2015 ACORO CORPORATION. All rights resarved. ACORD 25(20IM3) The ACORD name and logo are registered marks of ACORD 10-21 ALL LIES - CAAL YARPCI Pure PH PSr! F." I e( 6 72SRAAG9334 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured -GrantorOfFranchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply. When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment I to the person or organization shown in the a. WHO IS AN INSURED under Section C. is' Declarations. These coverages are subject to the amended to include as an additional terms and conditions appfcable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below: Insured — Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with respect to liability for"bodily Organization ( injury", "property damage" or "personal WHO IS AN INSURED under Section C. is and advertising injury" caused, in whole or amended to include as an additional insured in part, by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability person(s)or organization(s). for "bodily injury', "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any "occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In the performance of your ongoing 5. Additional Insured - Owners Or Other operations;or Interests From Whom Land Has Been b. In connection with your premises owned Leased by or rented to you. a. WHO IS AN INSURED under Section C.is 2. Additional Insured - Managers Or Lessors amended to include as an additional Of Premises insured the person(s) or organization(s) shown in the Declarations as an Additional a. WHO IS AN INSURED under Section C. is Insured —Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s)or organization(s)shown in the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that part Designated Person Or Organization; but only of the land leased to you and shown in the with respect to liability arising out of the Declarations. ownership,maintenance or use of that part of b the premises leased to you and shown in the . With respect to the insurance afforded to Declarations. these additional insureds, the following b. With respect to the insurance afforded to additional exclusions apply: these additional insureds, the following This insurance does not apply to: additional exclusions apply: (1) Any "occurrence" that takes place This insurance does not apply to: after you cease to lease that land; or (1) Any "occurrence" which takes place (2) Structural alterations, new after you cease to be a tenant in that construction or demolition operations premises;or performed by or on behalf of such (2) Structural alterations, new person or organization. construction or demolition operations 6. Additional Insured - State Or Political performed by or on behalf of such Subdivision—Permits person or organization. a. WHO IS AN INSURED under Section C.is f amended to include as an additional insured the state'or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 6C<5^235 =C-2: ALL ..:::ES - CARL 'W.jRFEN I P-1. S1crid 15/:/2C21 3:05:23 PM PSTI Page 2 O: 6 71SRAAG93 id 03,0211021 BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (a) Arry failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of h. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, (1) "Bodily injury", "property damage" or except such operations performed "personal and advertising injury" at the vendo s premises in connection with the sale of the arising out of operations performed for the state or municipality; or Product; (g) Products which, after distribution (2) "Bodily injury' or ',property damage" or sale by you, have been labeled included in the "product-completed or relabeled or used as a operations"hazard. container, part or ingredient of any 7. Additional Insured—Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C.is the vendor; or amended to Include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor)shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to 'bodily its employees or anyone else injury" or"property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (1) The exceptions contained in business and only if this Coverage Part Subparagraphs d provides coverage for "bodily injury" or ( )or(f); or 'property damage" included within the (11) Such inspections, "products-completed operations hazard". adjustments, tests or servicing b. The insurance afforded to the vendor is as the vendor has agreed to subject to the following additional exclusions: make or normally undertakes to make in the usual course of (1) This insurance does not apply to: business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement, whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional Insured —Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of: demonstration, testing, or the a. Their financial control of you; or substitution of parts under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original container, Form SS 00 08 04 05 Page 19 of 24 6C 152215 1 2C-21 ALL LINES - CAR' 'AARiE!: I Pevu`e S][ridec 1 3/2/20:: 3:C5:23 .'M IPSTI Page 3 o: 6 72SBAAG9334 03/0212021 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or"suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or"suit", single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses (3) Cooperate with us in the investigation, limit set forth in Paragraph 3. above. settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the"suit'; and separately to each consecutive annual period and to any remaining period of less than 12 months,starting (4) Assist us, upon our request, In the with the beginning of the policy period shown in the enforcement of any right against any Declarations, unless the policy period is extended person or insured that may be i after issuance for an additional period of less than 12 liable to the nsured because of injury or damage which this insurance months. In that case, the additional period will be deemed part of the last preceding period for purposes may also apply . of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own GENERAL CONDITIONS rest, voluntarily make a payment, assume any obligation, or incur any expense, other 1. Bankruptcy than for first aid,without our consent Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense,Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the other insurer for defense and indemnity. it thaatt we aree You any additional notified as soon as insured must see to However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible, notice should include: permit that this insurance is primary and non-contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and 3) The nature and location of an u Paragraphs a. and apply to you or to ( Y injury ry any additional insured d only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence"or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (2) Notify us as soon as practicable. (4) Any "executive officer' n insurance ty manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or"suit"as soon as practicable. Insured is a trust;or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 60<5^_LS 20-21 A.:. LINES - CA L ."IM: I aama:e 72SBAAG9334 03102f2021 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury' Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7, Other Insurance insurance required by that law. b. With respect to "mobile equipment" to a other valid and collectible insurance is available for a loss we cover under This which this insurance applies, we will Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows: underinsured motorists, no-fault or other coverage required by any motor vehicle a. Primary Insurance law. We will provide the required limits for This insurance is primary except when b. those coverages. below applies. If other insurance is also 4. Legal Action Against Us primary, we will share with all that other No person or organization has a right under insurance by the method described in c. this Coverage Form: below. a. To join us as a party or otherwise bring us b. Excess Insurance Into a "suit" asking for damages from an This insurance is excess over any of the insured; or other insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis: all of its terms have been fully complied (1) Your Work +, with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for"your work"; against an insured; but we will not be liable for (2) premises Rented To You damages that are not payable under the terms of this insurance or that are in excess of the That n fire, lightning or explosion applicable limit of insurance. An agreed insurance for premises rented u you settlement means a settlement and release of or temporarily eo wrier; by you with liability signed by us, the insured and the permission of the owner; claimant or the claimant's legal representative. (3) Tenant Liability 6. Separation Of Insureds That is insurance purchased by you to Except with respect to the Limits of Insurance, cover your liability as a tenant for and any rights or duties specifically assigned "property damage" to premises rented i in this policy to the first Named Insured, this w your temporarily occupied by you insurance applies: with permission of the owner; a. As if each Named Insured were the only (4) Aircraft,Auto Or Watercraft Named Insured; and If the loss arises out of the maintenance b. Separately to each insured against whom or use of aircraft, "autos"or watercraft to a claim is made or"suit" is brought. the extent rid subject to Exclusion g. of Section A.—Coverages. 6. Representations (6) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy,you agree: If the loss arises out of "property (1) The statements in the Declarations damage" to borrowed equipment or + are accurate and complete; the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion k. of Section A. — representations you made to us; and Coverages. Page 16 of 24 Form SS 00 08 04 06 60i52235 1 20-21 AL:. LINES - C"L -1. REN I ?emote S."rLtlen 1 3/2/.2021 3:05::! .'M IP.Tl Page 5 0! 6 72SBAAG9334 3/2/2021 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance: and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance:or insurance. (7) When You Add Others As An We will share the remaining loss, if any,with Additional Insured To This any other insurance that Is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who Is an If all the other insurance permits additional insured under this Coverage contribution by equal shares,we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this Insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer's share is based on the ratio of its by the method described in C. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Noncontributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs (a)and (b)do not apply to apply to Medical Expenses Coverage. other insurance to which the additional �'b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any"suit"If any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured Insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 60451235 1 .'0 '1 NL L:NES - CT L 'W' REN I ieme:e E.'le[i,fnf. J/:/'.031 3:C5:'J iM 1?5'1 ing" 6 0: 6 it THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY CHANGE This endorsement changes the policy effective on the Inception Date of the policy unless another date is indicated below: Policy Number: 72 SBA AC9334 SC Named Insured and Mailing Address; VENBROOK GROUP, LLC SEE FORM SS1235 6320 CANOGA AVE. FL. 12 WOODLAND HILLS CA 91367 Policy Change Effective Date: 03/04/21 Effective hour is the same as stated in the Declarations Page of the Policy. Policy Change Number: 009 Agent Name: VENBROOK INSURANCE SERVICES Code: 250576 POLICY CHANGES: SENTINEL INSURANCE COMPANY, LIMITED ANY CHANGES IN YOUR PREMIUM WILL BE REFLECTED IN YOUR NEXT BILLING STATEMENT. IF YOU ARE ENROLLED IN REPETITIVE EFT DRAWS FROM YOUR BANK ACCOUNT, CHANGES IN PREMIUM WILL CHANGE FUTURE DRAW AMOUNTS. THIS IS NOT A BILL. NO PREMIUM DUE AS OF POLICY CHANGE EFFECTIVE DATE FORM NUMBERS OF ENDORSEMENTS REVISED AT ENDORSEMENT ISSUE: TH12001185 ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION PRO RATA FACTOR: 0.469 THIS ENDORSEMENT DOES NOT CHANGE THE POLICY EXCEPT AS SHOWN. Form SS12110405T Page ooi Process Date: 03/09/2.1 Policy Effective Date: 08/22/20 Policy Expiration Date: 06/22/21 POLICY NUMBER: 72 SBA AG9334 it THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION CITY OF LAS VEGAS ATTN: PURCHASING & CONTRACTS 495 S. MAIN ST. , 3RD FLOOR LAS VEGAS NV 89101 THE CITY OF COSTA MESA AND ITS ELECTED AND APPOINTED BOARDS, OFFICERS, AGENTS, AND EMPLOYEES P O BOX 1200 COSTA MESA CA 92728-BO30 CITY OF HUNTINGTON BEACH, ITS OFFICERS, ELECTED OR APPOINTED OFFICIALS, EMPLOYEES, AGENTS AND VOLUNTEERS ARE INCLUDED AS ADDITIONAL INSURED. 2000 MAIN STREET HUNTINGTON BEACH CA 92648 Form IH 12 00 11 85 T SEQ. NO. 021 Printed in U.S.A. Page 001 Process Date: 03/09/21 Expiration Date: 08/22/21 �' iry INSURANCE AND INDEMNIFICATION WAIVER �,, MODIFICATION REQUEST 1. Requested by: Risk Management 2. Date: 3/9/2021 3. Name of contractor/permittee: Carl Warren & Company 4. Description of work to be performed: Third Party Administrator for Liability Claims 5. Value and length of contract: $309,000.00: 3 years 6. Waiver/modification request: $75,000 Retention on Professional Liability 7. Reason for request and why it should be granted: unable to comply with requirements 8. Identify the risks to the City in approving this waiver/modification: NA 3 - Department Head Signature Date: APPROVALS Approvals must be obtained in the order listed on this form. Two approvals are required for a request to be granted. Approval from the City Administrator's Office is only required if Risk Management and the City Attorney's Office disagree. 1. Risk Management 'Approved ❑ Denied Sigrldture Date 2. City Attorney's Office ❑ Approved ❑ Denied , Signature Date 3. City Manager's Office ❑ Approved ❑ Denied Signature Date If approved, the completed waiver/modification 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 Insurance Waiver Form (1) 319/2021 2:09:00 PM EXH1131T "A" A. STATE'NIENT OF WORK: (Narrative of work to be performed) See attached Exhibit A. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: See attached Exhibit A. C. CITY'S DUTIES AND RESPONSIBILITIES: Sec attached Exhibit A. D. WORK PROGRAM/PROJECT SCHEDULE: See attached Exhibit A. Ea I l l E31"f A EXHIBIT A SCOPE OF WORK The Consultant is to provide the City with the following services: A. Program Administration Consultant shall: 1. Provide professional and technical staff to perform General Liability Claims Administration services with the assignment of qualified personnel, including at least one principal claims examiner, to efficiently and effectively meet the scope of work listed in this section. Such assignment shall be. subject to approval by the City. 2. Represent the City in all matters related to the set-up, investigation, adjustment, processing,negotiation,and resolution of liability claims against the City. 3. Inform the City of changes or proposed changes in statutes, rules and regulations and any other case law affecting its General Liability Program. 4. Provide information and guidance regarding the general liability claims program and specified claims. 5. Provide copies of file correspondence and documentation as requested by City. 6. Inform City of problem areas and/or trends, both potential and perceived,and provide recommendations and/or solutions to address problem areas and/or trends. 7. Attend appointments, including but not limited to: meetings, conferences, Court appearances and scene investigations at the request of the City. 8. Provide 24-hour on-call service by providing the City with contact information for key personnel. This may include, but is not limited to, responding to an incident scene and/or conducting investigations. 9. Conduct risk management related seminars for department heads and/or City staff at the request of the City. 10. Attempt to settle and/or recommend denial of claims. 11. Prepare necessary reports of claims filed for the City's primary and excess carriers. 12. Establish and maintain a file for each potential claim. 13. Prepare a Monthly Status Report on all claims including litigated claims. Copies of the report shall be furnished to both the City Attorney and Risk Manager within twenty (20)days of the close of each calendar month.The Monthly Status Report shall include, but is not limited to,the following: EXHIBIT A i. Th e details of each claim. This includes a list of all claims segregated by policy year showing the following: policy year, case number, claimant's name, cause of loss description, date of loss, type of loss, status, losses paid to date, reserves, and total incurred; the outstanding reserves of each claim and detail of all claim payments during the month; investigative costs; claims opened and closed during the month; and any active litigation. H. The qualified TPA will follow special reporting requirements to the appropriate carriers for the time the City of Huntington Beach was a member of the BIG Independent Cities Excess Pool (BICEP), which dissolved effective July 1, 2019. 15. Provide Quarterly Claim reviews to the City. 16. Provide the City with an annual Stewardship report. 17. Submit and assist with file audits by Carriers or Pools. H. Claims Administration Consultant shall provide administrative services that include,but are not limited to: 1. At the direction of the City, claimants or their attorneys will be contacted promptly and appropriate contact will be maintained until the claim is closed. Claimants or their attorneys will receive a telephone call from Consultant or have a contact letter mailed to them from Consultant within 48 hours of receipt of claim by Consultant. 2. Obtain estimates of automobile damage when appropriate. 3. Review the status of claims anti adequacy of reserves on all active cases at least every 90 days. 4. Provide first investigative report to Risk Management within thirty (30) days of receipt of claim. 5. Provide narrative reports when recommending rejection or settlement of a claim,when a claim is going to trial,or when any other significant events have occurred or will occur. Reports must be clear and concise. 6. Negotiate and approve claim settlements up to$5,000 and subinit notice to the Risk Manager. 7. All files will be diaried at appropriate intervals to allow for timely completion of required activity. 8. Content of all Files will be in chronological order with correspondence in the designated section. EXHIBIT A 9. Piles will clearly and concisely document action taken on the claim. 10. Telephone calls will be returned within 24 hours. If the staff member called is not available within this limeframe, another designated staff member will return to call. 11.Review all new claims for liability and provide an assessment of liability to the City no later than thirty (30)days from receipt of loss notice to City. 12. Identify and notify possible co-defendants. 13.Tcndcr claims to other potential responsible parties. 14. Complete and send Insufficiency letters,rejection notices, delay letters,mitigation of damages letters and other correspondence and communication as is needed. 15. Process all claims in accordance with City's instructions and policies. 16. Have translators available to assist with non-English speaking claimants and/or witnesses. 17. Maintain a procedure to alert necessary persons of important dates with respect to the claims. 19. If the possibility of subrogation exists, pursue subrogation recovery on behalf of the City for 18%of the net recovery. 20. Report to BICEP(Excess Liability Pool)or PRISM in accordance with policy provisions. 21.Comply and meet with any excess pool/carrier claims administration requirements. C. Lrvestigations I . Within ten (10) days of receipt of claim, unless otherwise requested by the Risk Manager, take statements of facts from claimants when not represented by an attorney. Statements will be preserved by recording or taking handwritten signed statements. 2. Further investigate claims where the initial review indicates that it is warranted. Further investigation may include but is not limited to: on-sight investigation, photographs, interviewing witnesses and taking signed or recorded statements, verification of damage or loss, taking measurements, obtaining maps/diagrams from file City or other sources,obtaining medical releases, police reports, internal operations investigations, paramedic reports, marine safety department reports,building permits, or other records as required. 3. If an attorney is involved,direct all communication to the claimant's attorney regarding the investigation,negotiation,and evaluation of any claims leading to a settlement. EXHIBIT A 4. Report all bodily injury claims to Index Bureau. Conduct Index bureau searches for repeat claimants. Conduct additional Index Bureau searches at request of the City. 5. Obtain approval from City before engaging the services of an outside vendor for an investigative assignment. 1). Litigation Management Consultant shall provide Litigation Management services that include, but are not limited to: I. Provide City Attorney's Office with transmittal letter outlining the status of the case, results of investigations, primary issues, requested action, a complete copy of the file and any documentation within fourteen (14) days of receipt of lawsuit with a copy to the Risk Manager. 2. Maintain liaison with the City Attorney's Office and defense counsel and provide such investigation as required during the entire litigation process, including but not limited to:additional investigations for pretrial and trial that may be requested by either the City Attorney's Office or defense counsel. 3. Obtain approval from City prior to agreement or settlement. 4. Obtain a fully executed retease on all settlements and dismissals. 5. Attend Settlement Conferences,mediation or arbitrations as requested. 6. Assist the City Attorney and defense counsel in preparing and/or answering discovery as requested. 7. Assist City personnel in Small Claims Court actions filed by and against City, including but not limited to: obtaining witness information, evidence, assistance in preparing the case for trial, and appearance at the trial if deemed necessary by the City. EXHIBIT 1113" Payment Schedule (Hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: See attached Exhibit 13 B. Travel Charges for time during travel are not reimbursable. C. Billing I_ All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any Such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Rcf'erence this Agreement; }3) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice; in which event payment shall be made within thirty (30) days of'receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSUL:TANI in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 1 Exhibit 13 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested; and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 2 Exhibit B CARL WARREN & COMPANY CLAIMS Claims Management and Solutions �lER Y' Third Party Administrative Services Price Proposal for City of Huntington Beach January 27, 2021 Contact: Richard McAbee Chief Marketing Officer 11209 N. Tatum Blvd., Suite 130 Phoenix, AZ 85028 C: 602-723-5610 1 T: 602-485-8228 s` rmcabee@carlworren.com Confidential & Proprietary _ Company, .. . . Proposal . f Huntington Beach Fixed Annual Pricing-2 Year ADMINISTRATION— FIXED ANNUAL PRICING CLAIMS r21 - 2022 2022r Weed Annual We-NTE $103.000' ;105.060' •Not-to-exceed 165 new claims&record on r Excess of CAP of 1"Claims Per Year: $900 per suffix $927 per suffer Lificiated Excess of CAP of 165 Claims Per Year. $600 per suffix $618 per suffix • Non-Liticlated Incident Report/Record Only Included Included Telephone Included Included Co Work Included Included Ste hs Included Included Po Included Included Office Ex rue Included Included Claim Set-U Fee Included Included Data Processi Included Included Index lureau ISO Clalrls Search 8 OFAC included Included MMSEA Fill Fee lobll q"vn%I InchJded Included Miscellaneous/Allocated Loss Adjustment ExP•� At Cost At Cost i.e. dice re s,medical records, etc. General Ua Ad uster Services hour hour Mlea a I Included Included Photographs/Duplicate Photographs I Included Included Subropation I18%of net recovery 18%of net recov Ou1Nde kivedligallons At Cost At Cost Aulp Darnag"IDIRFOIsOls At Cost At Cost survemance Froud Unit At Cost At Cost • Data Management • Account Management Included Included • Annual Stewardship • QuaAer Claims Revle_w _ . RMIS Training/Technical Support • Set-up (one-time Charge) • Data Corwerslon(s) • 3 Users RMIS Access Included Included . Standard Monthly Loss Runs • Report Programming • Carrier TPA Oversight IDota Extract,Feeds.Audits. Compl once&Reportin Additional Users 250 user per year 250/user Per Year Custom Report Development 250 I?e(hour 1 12bu per hour Exll IT Services Final Terminotlon Re orl 250 per hour I S250 per hour Trust Account Maintenance Included Included Check Issuance and Reconciliations Incuded Included 1099 Reporting,Including IRS File Included I Included Confidential . WarrenCompany, Third Party Administrative Services Price Proposal . City of Huntington Beach Fixed Annual Pricing-3 Year FIXED CLAIMS ADMINISTRATION SERVICES ,21 . 2022 2022- r Fixed Annual Rate-NTEI•Not-to-exceed165 $103000• $103,000• $103.000• new claims&record only per ear Excess of CAP of 165 Claims Per Year: $900 per suffix $900 per suffix $900 per suffix Litigated Excess of CAP of 165 Claims Per Year. $600 per suffix $600 per sutPor $600 per suffix • Non-Litigated Incident Report/Roca Included Included Included Telephone Included Included Included Copy Work Included Included Included Slenogrophs Included Included Included Postage Included Included Included Office Expense Included Included Included Claims Set-Up Fee Included Included Included Data Processin Included Included included Index Bureau ISO Claims Search&OFAC Included Included Included MMSEA FlingFee Rabili claims Included Included Included Mhce0oneous/Allocated loss Adjustment Expenses(i.e.police reports, medical At Cost At Cost Ai Cost records,etc. General Liability Adjuster Servicesper hour er hour hour Mileage Included Included Included Photo ro ins Du Ikafe Phot ra hs Included Included Included 18%of net 18%of net I8%of net Subrogation recovery recovery recovery Outside Investigations At Cost At Cost At Cost Auto/Pro Damage A afsals At Cost At Cost At Cost Surveillance/Fraud Unit 1 At Cost At Cost At Cost • Data Management • Account Management Included included included • Annual Stewardship • Quarterly Claims Review • RMIS Training/Technical Support • Set-Up(onetime charge) • Data Conversion(s) • 3 Users RMIS Access Included Included Included • Standard Monthly loss Runs • Report Programming • Carrier TPA Oversight(Data Extract.Feeds. Audits,Compliance&Reporting) Additional Users $250/user per $250/user per $250/user per Year year year Custom Report Development 250 per hex 250 per hour 250 per hour Exit IT Services Final Terminaton Re 250 per hour 250 per hour S250 Der hour Trust Account Maintenance Included Included included Check Issuance and Reconcillaitons Included Included Included 1099 Reporting,inclu Ina IRS File I Included Included Included Confidential PROFESSIONAL SERVICE AWARD ANALYSIS SERVICE: General Liability Claim Third Party Administrator SERVICE DESCRIPTION: Provide General Liability Claim Administration. VENDOR: Vendor #1 OVERALL RANKING: 1 SUBJECT MATTER EXPERTS/RATERS: 1. City of H.B. Risk Manager2. City ofH.B. Senior Risk Management Analyst 3. City of Huntington Beach Risk Management Specialist 4. City of Huntington Beach Senior Deputy City Attorney I. MINIMUM QUALIFICATIONS REVIEW • Written Proposal Score: 86.5% 7VyEN�11yyD. 0RNd!fV Mmlmum,Quyalif£caho Revrew Total Weighted Maximum Criteria Score Score Compliance with RFP 80 100 Understanding of the Project 400 500 Recent Experience 450 500 Clarity 160 200 Price 450 500 References 190 200 Total II. DUE DILIGENCE REVIEW • Interview Ranking: 1 (tied for ls' with vendor #2) Vendor No�1 ` Summary of=Revlew r; i • Submitted proposal compliant with RFP requirements and clearly written • As incumbent, has excellent understanding of project needs • Experience with City, as well as relevant references excellent Vendor L� • Pricing is the closest to budgeted amount and lowest of all vendors PROFESSIONAL SERVICE AWARD ANALYSIS SERVICE: General Liability Claim Third Party Administrator SERVICE DESCRIPTION: Provide General Liability Claim Administration. VENDOR: Vendor #2 OVERALL RANKING: 2 SUBJECT MATTER EXPERTS/RATERS: 1. CityofH.B. RiskManager2. City of H.B. Senior Risk Management Analyst 3. City of Huntington Beach Risk Management Specialist 4. City of Huntington Beach Senior Deputy City Attorney I. MINIMUM QUALIFICATIONS REVIEW • Written Proposal Score: 64.5% VENDOR_N6�2'"Minimum't}uallf�cat�ons Review. Total Weighted Maximum Criteria Score Score Compliance with RFP 75 100 Understanding of the Project 450 500 Recent Experience 350 500 Clarity 160 200 Price 125 500 References 130 200 Total �1290"' a� 2000 II. DUE DILIGENCE REVIEW • Interview Ranking: 1 (tied for 1S with vendor #1) Vendor No 2 'Summaryrof Review r = • Submitted RFP did not include an annual fee schedule • Did not include 180 day proposal price guarantee statement • Excellent methodology and process Vendor No 2 Pncmg • Supplemental information after proposal submittal included rice, which was hi her than vendor#1 PROFESSIONAL SERVICE AWARD ANALYSIS SERVICE: General Liability Claim Third Party Administrator SERVICE DESCRIPTION: Provide General Liability Claim Administration. VENDOR: Vendor #3 OVERALL RANKING: 3 SUBJECT MATTER EXPERTS/RATERS: 1. CityofH.B. RiskManager2. CityofH.B. Senior Risk Management Analyst 3. City of Huntington Beach Risk Management Specialist 4. City of Huntington Beach Senior Deputy City Attorney I. MINIMUM QUALIFICATIONS REVIEW • Written Proposal Score: 67% IVENDORIN6` 2 MinimumzQualiilcations Re"view= Total Weighted Maximum Criteria Score Score Compliance with RFP 85 100 Understanding of the Project 425 500 Recent Experience 350 500 Clarity 150 200 Price 150 500 References 180 200 Total 1340 _` 2000_ II. DUE DILIGENCE REVIEW • Interview Ranking: 3 (vendor 1 and vendor 2 were tied for 18t place ranking) �VehdorNo 3< Summary of Review; z • Directly and clearly addressed RFP requirements • Included examples of methodology with clients, including results of those practices • Excellent methodology and process Vendor No 3° Pric(ng zti • Their price was the highest of all submitted proposals, almost double the budgeted amount City of Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 ♦ vvvvwv.htintingtonbeachca.gov Office of the City Clerk Robin Estanislau, City Clerk March 22, 2021 Carl Warren and Company Attn: Richard McAbee 11209 N. Tatum Blvd., Suite 130 Phoenix, AZ 85028 Dear Mr. McAbee: Enclosed is a copy of the "Professional Services Contract between the City of Huntington Beach and Carl Warren and Company Liability Claim Investigation and Processing" approved by the Huntington Beach City Council on March 15, 2021 . Sincerely, Robin Estanislau, CIVIC City Clerk RE:ds Enclosure Sister Cities: Anjo, Japan Waitakere, New Zealand