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HomeMy WebLinkAboutCarl Warren & Company - 2024-02-18 (2) 01•iNcro 2000 Main Street, ti� Huntington Beach,CA U ; r‹; 92648 Cityof Huntington Beach g APPROVED 7--0 F�QUNTV GP;\ File #: 24-348 MEETING DATE: 5/21/2024 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Eric G. Parra, Interim City Manager VIA: Marissa Sur, Director of Human Resources PREPARED BY: DeAnna Soria, Risk Manager Subject: Approve and Authorize Execution of a Professional Services Contract with Carl Warren & Company for Liability Claim Investigation and Processing Statement of Issue: Following the issuance and evaluation of a Request for Proposal (RFP) for Third Party Administration of the City's General Liability claims, Staff recommends awarding a three-year contract to Carl Warren & Company. Financial Impact: The proposed contract is'for an amount not to exceed $750,000 over a three (3) year period. There is sufficient funding in Fiscal Year 2023-24 for this agreement in General Liability Insurance Fund Account No. 55230502.69635. The annual fiscal impact of the base administrative fees during the term of the contract is: Year 1) $160,000; Year 2) $166,400; and Year 3) $173,056. Additional contract funding is for anticipated property recovery service fees, which will be offset by subrogation revenues. Future year costs will be included in future budgets. Recommended Action: Approve and authorize the Mayor and City Clerk to execute "Professional Services Contract between the City of Huntington Beach and Carl Warren & Company for Liability Claim Investigation and Processing" in the amount not to exceed $750,000 for a three (3) year period. Alternative Action(s): Do not approve the agreement and direct staff accordingly. Analysis: The City maintains a program of self-insurance for General Liability pursuant to the California Tort Claims Act and has contracted with Carl Warren since 1991 to provide third party administration services. The current contract with Carl Warren & Company expired on February 18, 2024. Following City of Huntington Beach Page 1 of 2 Printed on 5/15/2024 powere28 ,LegistarTM File #: 24-348 MEETING DATE: 5/21/2024 the City's best practices to routinely search the open market for cost competitive and superior quality services, the City issued an RFP for qualified firms to provide General Liability Third Party Administration Services in 2023. The City issued the RFP via Planet Bids and received proposals from two (2) qualified firms. Following an evaluation process by a panel of industry professionals, Carl Warren & Company was identified as the most qualified proposer based on their experience and pricing. Staff recommends the approval of a three (3) year contract with Carl Warren & Company. Environmental Status: This action is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. Strategic Plan Goal: Non Applicable - Administrative Item For details, visit www.huntingtonbeachca.gov/strategicplan <http://www.huntingtonbeachca.gov/strategicplan>. Attachment(s): 1. Professional Services Contract with Carl Warren & Company 2. Professional Service Award Analysis • City of Huntington Beach Page 2 of 2 Printed on 5/15/2024 power ea LegistarTM 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. 24-14162/332358 1 of 11 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on February 18, 2024 (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 Seven Hundred Fifty Thousand Dollars ($750,000.00). 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." 24-14162/332358 2 of 11 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 CONSULTANT'S counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. 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: 24-14162/332358 3 of 11 "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 24-14162/332358 4 of 11 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 24-14162/332358 5 of 11 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 24-14162/332358 6 of 11 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: 24-14162/332358 7 of 11 TO CITY: TO CONSULTANT: City of Huntington Beach Carl Warren and Company ATTN: Deanna Soria 175 N. Riverview Drive,Unite A 2000 Main Street Anaheim, CA 92808 Huntington Beach, CA 92648 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 24-14I62/332358 8 of 11 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. 24-14162/332358 9 of 11 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 24-14162/332358 10 of 11 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 • Is oration of the State of Californ'j. t1 why r pri e 94-41214Ad ITS: (circle on)Chairman/Presid ice Presiden � City Clerk 5.22 A y INITIATED AND • PP' •V I: By: t,Al . 1 iitmill. .!/ s—J print nan' n erim Director of Human Re e ITS: (circle one)Secret Chief Financial Officer sst. Secretary-Treasurer REV -, D A V AP'R' ED: al—City Manage APPROVED F : C-11(1 City Attorney 24-14162/332358 11 of 11 EXHIBIT "A" A. STATEMENT 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: See attached Exhibit A. D. WORK PROGRAM/PROJECT SCHEDULE: See attached Exhibit A. EXHIBIT 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 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: 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 requirements to the appropriate carriers for the time the City of Huntington Beach was a member of 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. If requested,provide the initial 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. 9. File will clearly and concisely document action taken on the claim. 10. Telephone calls will be returned within 1 business day. 11. Review all new claims for,liability and damages. Initial claim review will be completed and documented in accordance with CWC handling guidelines (available upon request) and the City's client service instructions. If requested,written status of the initial assessment will be provided to the city within(30) days from report of the loss to CWC. 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. 18. If the possibility of subrogation exists,pursue subrogation recovery on behalf of the City pursuant to scope of work in Exhibit C. 19. Report to BICEP (Excess Liability Pool) or PRISM in accordance with policy provisions. 20. Comply and meet with any excess carrier claims administration requirements. C. Investigations 1. Within ten(10) days of receipt of claims, 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. 4. Report all bodily injury claims to Index Bureau. Conduct 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. 6. Involve Risk Manager, if warranted,to ensure smooth workflow between departments and City Attorney's office. D. Litigation Management Consultant shall provide Litigation Management services that include,but are not limited to: 1. 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. 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 bring preparation of the demand. 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, or subrogation experts can have early involvement and coordinate with a subrogation attorney for site inspections, etc. EXHIBIT "B" Payment Schedule(Fixed Fee Payment) SEE ATTACHED EXHIBIT B 1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. 2. Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall 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. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress 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 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. 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. Each month's bill shall include a total to date. That total shall provide the total fees and costs incurred to date for the project. A copy of memoranda, letters, reports, calculations, and other documentation prepared by CONSULTANT may be required to be submitted to the CITY to demonstrate progress towards completion of tasks. In the event the CITY rejects or has comments, on any such product, CITY shall identify specific requirements for satisfactory completion. 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. 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. 4. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. All extra work or additional services will be in accordance with the extra work or additional services and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. 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. • Surfnet Exhibit B EXHIBIT B Fixed Fee Payment EXHIBIT B COST OF SERVICES-2024: Fixed Annual Pricing—3 YEAR,2-1 YEAR OPTIONS CLAIMS ADMINISTRATION OPTION OPTION YE.kIt I YEAR 2 YEAR 3 SERVICES YEAR 1 YEAR 2 Fixed Annual Rate-Not to exceed CAP $160,000 $166,400 $173,056 $179,978 $187,177 of 195 Suffixes(features)/per calendar per year per year per year per year per year year Incident Report/Record Only Included Included Included Included Included NTE Fees - - - - - Professional liability-per suffix (Charged only if Suffix CAP is $1200 $1,248 $1,298 $1,350 $1,404 exceeded) . Bodily Injury-per suffix(Charged only $925 $962 $1,000 $1,040 $1,080 if Suffix CAP is exceeded Property Damage-per suffix-Plus cost of appraisal if necessary(Charged only if $600 $624 $649 $675 $700 Suffix CAP is exceeded) Copy Work Included Included Included Included Included Postage Included Included Included Included Included Office Expense Included Included Included Included Included Claims Set-Up Fee Included Included Included Included Included Data Processing Included Included Included Included Included Index Bureau Included Included Included Included Included (ISO Claims Search and OFAC) MMSEA Filing Fee(liability claims) Included Included Included Included Included Miscellaneous/Allocated Loss Adjustment Expenses(ALAS) At Cost At Cost At Cost At Cost At Cost (i.e.,police reports,medical records, etc.) Field Work Services Adjuster Services Included Included Included Included Included Mileage IRS RATE IRS RATE IRS RATE IRS RATE IRS RATE Photo:raohs Included Included Included Included Included \['ciliary Services Outside Investigations At Cost At Cost At Cost At Cost At Cost Appraisals At Cost At Cost At Cost At Cost At Cost Surveillance/Fraud Unit At Cost At Cost At Cost At Cost At Cost \nnu;il \duiinistration Services • Data Management • Account Management Included Included Included Included Included • Annual Stewardship • Quarter] Claims Review Risk Management Information System Services Surfnet Exhibit B EXHIBIT B Fixed Fee Payment • RMIS Training/Technical Support • Set-Up(one-time charge) • Ongoing Access(up to 3 users) Report Programming Included Included Included Included Included • Carrier TPA Oversight(Data Extract, Feeds,Audits,Compliance& Reporting) Additional Users $250 each $250 each $250 each $250 each $250 each per year per year per year per year per year Exit Data Conversion Fee - - - - $10,000 Banking/Trust Account Services Retain Retain Retain Retain Retain Trust Account Monitoring earned earned earned earned earned interest interest interest interest interest Check Issuance and Reconciliations Included Included Included Included Included Surfnet Exhibit B EXHIBIT B Fixed Fee Payment EXHIBIT C Subrogation All liability and property investigative matters related to the incident or file are completed by the handling claim adjuster of Carl Warren or the City Risk Management Department. Once the investigation work is completed, the claim damage documents are transmitted to Carl Warren 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 adjuster 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. We will charge 18% if we are able to effect 100% recovery with our fee included which will result in the City of Huntington Beach not having to pay for Carl Warren's services. If we are unable to recover our fee with the City's subrogation recovery, we will only charge the city 15% of the net recovery. We also recommend that the city set up a Subrogation Trust Account with Carl Warren to streamline the process and save the City of Huntington Beach the bookkeeping and time to reimburse Carl Warren. There is no charge for the Subrogation Trust Account to the City of Huntington Beach. Subrogation—3 YEAR, 2-1 YEAR OPTIONS SBROGATION SERVICES 1 I. R I 1 I. Ut 2 YEAR 3 OPTION OPTION U YE:1R 1 YEAR 2 Subro:ation 18%of net recove Subrogation-if we cannot recover our 15% 15% 15% 15% 15 fee with Ci 's recove Su City INSURANCE AND INDEMNIFICATION WAIVER II• � MODIFICATION REQUEST Hunn !Beach 1. Requested: Risk Management 2. Date: February 7, 2024 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: 3 years $750,000 6. Waiver/modification request: $350,000 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 C approving this waiver/modification: Low C7/S fiLif Departcmec:adur- D e: 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 jce disagree. 1. Ris Management Pi-Approved ❑ Denied , �i o?- 2- 'Sig - e Date 2. City Attorneys Office Approved ❑ Denied ingfri Signature Date 3. City Manager's Office ❑ Approved ❑ Deni-d 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 Waiver Form-Vianate 2/7/2024 2:37:00 PM � l ®AcaP DATE(MM/DDIYYYY) o CERTIFICATE OF LIABILITY INSURANCE 8(M4/2023 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 NAME: Venbrook Insurance Services Venbrook Insurance Services PHONE FAX 6320 Canoga Avenue, 12th Floor (A/C.No.Ext): 818-598-8900 (A/c.Not: 818-598-8910 Woodland Hills, CA 91367 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# www.venbrook.com CA Lic No.OD80832 INSURERA: Sentinel Insurance Company,Ltd. 11000 INSURED INSURER B: Technology Insurance Company,Inc. 42376 Venbrook Holdings, LLC INSURER C: Allied World Surplus Lines Insurance Co 24319 Carl Warren &Company, LLC Carl Warren &Company of Nevada, LLC INSURER D: 6320 Canoga Avenue, 12th Floor INSURERE: Woodland Hills CA 91367 INSURER F: COVERAGES CERTIFICATE NUMBER: 75910565 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 SUER POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MMIDD/YYYY) A ,/ COMMERCIAL GENERAL LIABILITY ✓ ✓ 72SBAAG9334 8/22/2023 8/22/2024 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE ,/ OCCUR PREMISES(Ea 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 ✓ 'e r LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: Deductible $0 A AUTOMOBILE LIABILITY 72SBAAG9334 8/22/2023 8/22/2024 (E0 aoc deDISINGLE LIMIT $1,000,000 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS PROPERTY ✓ AUTOS ONLY HIRED ✓ AUUT S ONLYD (Per accidentD) AMAGE $ Deductible $0 UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ B WORKERS COMPENSATION TWC4309755 8/22/2023 8/22/2024 ✓ STATUTE ERH AND EMPLOYERS'LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDED? Y N/A (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 0312-1299 6/1/2023 6/1/2024 $5,000,000 each claim/agg,$350,000 ret. DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space is required) Segment:Carl Warren&Company LLC City of Huntington Beach,its Officers,Elected or Appointed Officials,Employees,Agents and Volunteers are included as additional insured as respects General Liability,when required by written contract,per Form SS 00 08 04 05.General Liability Waiver of Subrogation applies per form SS 00 08 04 05,when required by written contract. 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 i Pamala Sheridan ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 75910565 123-24 ALL LINES - CARL WARREN I Pamala Sheridan 18/24/2023 5:23:47 PM (PST) I Page 1 of 7 AGENCY CUSTOMER ID: LOC#: AR® ADDITIONAL REMARKS SCHEDULE Page of AGENCY NAMED INSURED Venbrook Insurance Services Venbrook Holdings,LLC Carl Warren&Company,LLC POLICY NUMBER Carl Warren&Company of Nevada,LLC 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 75910565 123-24 ALL LINES - CARL WARREN 1 Pamela Sheridan 18/24/2023 5:23.47 PM (PST) 1 Page 2 of 7 72SBAAG9334 8/24/2023 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured-Grantor Of Franchise • 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 . 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 ( 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 Bee • n 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) a. WHO IS AN INSURED under Section C. Is shown in the Declarations as an Additional 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: 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 amended to include as an additional x, insured the state'or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 75910565 123-24 ALL LINES - CARL WARREN I Pamela Sheridan 18/24/2023 5:23:47 PM (PST) I Page 3 of 7 BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (e) 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) injury", "propertydamage" except such operations performed "Bodil y or "personal and advertising injury" at the vendor's premises in connection with the sale of the arising out of operations performed for the state or municipality; or product; (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 f' provides coverage for "bodily injury" or 4: (II) Such inspections, property damage included within the adjustments, tests or servicing "products-completed operations hazard", b. The insurance afforded to the vendor is as the vendor has agreed to make or normally undertakes subject to the following additional exclusions: 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 1 instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original container; Form SS 00 08 04 08 Page 19 of 24 75910565 123-24 ALL LINES - CARL WARREN 1 Pamala Sheridan 18/24/2023 5:23:47 PM (PST) 1 Page 4 of 7 725BAAG9334 08/24/2023 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 enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes 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. 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 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 Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional 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 (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 75910565 123-24 ALL LINES - CARL WARREN I Pamela Sheridan 18/24/2023 5:23:47 PM (PST) I Page 5 of 7 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 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 is fire, lightning or explosion applicable limit of insurance. An agreed insurance for premises rented to you settlement means a settlement and release of or temporarily occupied 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 5. Separation Of Insureds That is insurance purchased by you to cover your liability as a tenant for Except with respect to the Limits of Insurance, "property damage" to premises rented and any rights or duties specifically assigned in this policy to the first Named Insured, this to you or 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 not subject to Exclusion g. of Section A.—Coverages. 6. Representations (5) 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 75910565 23-24 ALL LINES - CARL WARREN I Pamela Sheridan 18/24/2023 5:23:47 PM (PST) 1 Page 6 of 7 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 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 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 75910565 123-24 ALL LINES - CARL WARREN I Pamala Sheridan 18/24/2023 5:23:47 PM (PST) I Page 7 of ? RESPONSES TO GENERAL LIABILITY RFP • 1. Carl Warren 2. George Hills PROFESSIONAL SERVICE AWARD ANALYSIS SERVICE: General Liability Third Party Administrator SERVICE DESCRIPTION: Provide General Liability Claims Administration VENDOR: CARL WARREN & COMPANY OVERALL RANKING: 1 SUBJECT MATTER EXPERTS/RATERS: 1. City of H.B. Risk Manager, 2).City of Oxnard H.R./Risk Manager, 3). City of Manhattan Beach Risk Manager 4).City of Tustin,Sr.Analyst/Risk Management,5).City of H.B. Principal Finance Analyst. MINIMUM QUALIFICATIONS REVIEW • Written Proposal Score: 1315 CARL WARREN-Minimum Qualifications Review • Total Weighted Maximum Criteria Score Score Compliance with RFP 50 75 Firm Qualifications 375 375 Experience 8 License Requirements 375 375 Understanding of Project 280 300 Cost/Price 105 225 References 130 150 Total 1315 1500 II. DUE DILIGENCE REVIEW • Interview Ranking: 1 CARL WARREN—Summary of Review • Highest score overall (Proposal//Interviews combined) • Excellent longstanding claims handling team • Outstanding expertise in subrogation/property recovery services • 70% of business currently with public entities and over 30 years with the City of HB • Excellent reference checks • CARL WARREN—Pricing • Most competitive pricing for claims handling with further opportunity to reduce some of the City's pending inventory/claim liabilities. 315 ®�,Qy�JJ9�m o'®��NT�NG... City of Huntington Beach U •; �, 2000 Main Street ♦ Huntington Beach, CA 92648 _ ' (714) 536-5227 • www.huntingtonbeachca.gov lerk couNT`fO\;,/� Rolim Es 7 `7 anis au Cice of the City ty i Clerk May 22, 2024 Carl Warren and Company Attn: Richard McAbee 175 N. Riverview Drive, Unit A Anaheim, CA 92808 Dear Mr. McAbee: Enclosed is a fully executed copy of the Professional Services Contract between the City of Huntington Beach and Carl Warren and Company-Liability Claim Investigation and Processing, approved by City Council on May 21, 2024. Sincerely, )11401, 9,014441,1444) Robin Estanislau, CMC City Clerk RE:ds Enclosure Sister City: Anjo, Japan