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HomeMy WebLinkAbout16-126a Resolution No. 16-126 RESOLUTION ACCEPTING THE PROPOSALS FOR THE CITY OF ELGIN'S INSURANCE PROGRAM BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that pursuant to Elgin Municipal Code Section 5.02.020B(9) the City Council hereby finds that an exception to the requirements of the procurement ordinance is necessary and in the best interest of the city; and BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Richard G. Kozal, City Manager, be and is hereby authorized and directed to accept the proposals on behalf of the City of Elgin for the city's insurance programs commencing October 1, 2016 as follows: a. To accept Travelers' renewal proposal for liability and crime insurance for an annual premium of$550,360. b. To accept Safety National's renewal proposal for excess workers' compensation insurance for an annual premium of$215,568. c. To accept The Travelers Indemnity Company's proposal for claims administration for an annual cost of $60,000 which is included in the annual premium of$550,360. BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and directed to execute a claim service agreement with The Travelers Indemnity Company in a form as approved by the Corporation Counsel. s/David J. Kaptain David J. Kaptain, Mayor Presented: September 28, 2016 Adopted: September 28, 2016 Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk TRAVELERS J� CLAIM SERVICE AGREEMENT THIS CLAIM SERVICE AGREEMENT ("Agreement") dated as of 10/01/2016 (the "Effective Date"), is by and between City of Elgin and each of its predecessors, successors, subsidiaries, divisions, and affiliates for whom Claim Services are being furnished("Client"),and The Travelers Indemnity Company, a Connecticut corporation at 385 Washington Street, St. Paul, Minnesota, 55102,and its subsidiaries and affiliates ("Travelers"). WHEREAS, Client and Travelers have entered into insurance policy number 21N35819 and 9160P901 (which together with all applicable riders,endorsements,extensions and renewals are hereinafter referred to as the "Policy")under which Client is responsible for paying a portion of the damages and/or certain expenses as more fully described in the policy ("Self-Insured Retention"); and WHEREAS, Client wants Travelers to furnish certain Claim Services to Client with respect to the Self-Insured Retention and Travelers is willing to provide such services. NOW,THEREFORE, in consideration of the mutual promises contained in this Agreement, Client and Travelers hereby agree as follows: SECTION I—DEFINITIONS For the purpose of this Agreement, a "Claim(s)" shall be any request or demand for consideration of payment of a loss or investigation of a loss with respect to the services enumerated in this Agreement, which is reported to Travelers, and which is within Client's Self-Insured Retention, and which takes place in the coverage territory as set forth in the Policy. "Excess Claim(s)" shall be any request or demand for consideration of payment of a loss or investigation of a loss with respect to the services enumerated in this Agreement which is reported to Travelers and which exceeds Client's Self-Insured Retention. The "Discretionary Authority Limit" is the total amount of money which Travelers is authorized to spend in payment or settlement of any Claim,and,in case of denial,the total Travelers'projected money value of a Claim which Travelers is authorized to deny,without first seeking approval from Client. SECTION II—DUTIES OF TRAVELERS A. During the term of this Agreement,Travelers will provide Claim Services to Client("Claim Service(s)") with respect to Claims. Such Claim Service shall consist of the following: 1. CLAIMS ADMINISTRATION (a) Instructions will be provided for the reporting of Claims. (b) Claim reports will be accepted from Client or Client's employee or representative. Travelers will establish and maintain a separate file on all such Claims. Travelers will acknowledge receipt of all Claims, identifying each with a file number for further reference. (c) Subject to the Termination Section of this Agreement, closed or inactive Claim files will be stored and maintained in a reasonable manner to protect confidentiality of records. (d) Travelers agrees to reasonable advise the Client of material developments which arise in the administration, investigation, adjustment, settlement, denial or defense of a particular Claim (e) Travelers agrees to maintain the confidentiality of claim files by not disclosing the contents of those files to third parties other than Travelers affiliates and the underwriters of the policies under which there is coverage for a claim, except with the Client's written permission or except as it is reasonably necessary in carrying out its responsibilities under this agreement, or in delegating its responsibilities to others, or in meeting its legal responsibilities. 2. CLAIMS INVESTIGATION/PREPARATION (a) Travelers will perform the necessary investigation and documentation upon which to base a decision regarding liability and damages exposure, and secure information required for the adjustment of each Claim. (b) Travelers will provide for investigation by individuals, other than defense attorneys, in the preparation of the defense for Claims involving litigation. (c) Loss information on Claims being handled by Travelers will be provided. This loss information will include suggested reserves, payments and the disposition of Claims. (d) A list of outside physicians and other specialists for use as necessary in the independent examination and evaluation of all Claims will be maintained by Travelers. (e) Travelers will analyze each Claim to determine Client's rights against third parties. When appropriate, Travelers will supervise subrogation of Claims on behalf of Client. 3. LOSS ADJUSTMENT/NEGOTIATION & SETTLEMENT (a) Based upon factual investigation and evaluation of Client's liability, Travelers will compute the amount of Claim payment, if any payment is warranted,issue such payment and maintain a record of all payments in each file. (b) Travelers will enter into negotiation and settlement of Claims where appropriate in Travelers'judgment and/or consistent with its authority on behalf of Client. The Discretionary Authority Limit is $10,000 on a per Claim basis.The Discretionary Authority Limit does not include ALAE(as hereinafter defined). 4. LITIGATION ASSISTANCE (a) Travelers will maintain a list of recommended attorneys, and at Client's request,will arrange for such attorneys to be retained on behalf of Client as the need arises for defense of Claims, subrogation of Claims or when otherwise requested by Client. When in Travelers' sole discretion, it determines it is appropriate, Travelers may recommend to Client attorneys employed by Travelers or its affiliates. Travelers may make such recommendation on a case-by-case basis or more generally with respect to Client's Claims. Client at all times retains the right to reject Travelers' recommendation of any attorney,including those employed by Travelers or its affiliates, and to choose other attorneys to defend Claims, handle subrogation of Claims or as otherwise needed by Client;provided,however, the selection of attorneys when the total amount of damages, to which the Policy applies for any particular Claim, probably will exceed the Self- Insured Retention shall be as provided in the Policy. (b) Travelers will review attorney activity and assist with discovery as well as pretrial preparation of each case, including continued negotiation and settlement effort where warranted. (c) Attorney billings will be analyzed for consistency with fee arrangement and necessity for expenses or time incurred. (d) Travelers will coordinate and expedite, where necessary, communication between Client and attorney for, among other things, information subject to discovery. 5. ESCHEAT (a) For outstanding checks which become escheatable during the term of this Agreement, Travelers shall comply with all State required escheat processes in accordance with Travelers' standard practices; provided that, if Client is no longer a customer of Travelers and requires Claim Services for open Claim files be provided by an entity other than Travelers, Travelers will no longer have any escheat responsibilities with respect to outstanding checks issued on those Claim files. (b) Travelers shall maintain records of unclaimed property items,the names and addresses of owners of unclaimed property, if known, and the time period in which the item was unclaimed. 6. CLAIMS FOR WHICH TRAVELERS PROVIDES CLAIM SERVICES Travelers will provide Claim Services only for Claims to which the Self-Insured Retention applies under the terms of the Policy. 7. MMSEA REPORTING Travelers will assume all reporting obligations as the Client's duly authorized reporting agent with respect to the data collection and reporting requirements of Section 111 of the Medicare, Medicaid and SCHIP Extension Act of 2007, as it may be amended from time to time ("MMSEA"). Travelers will comply with all MMSEA reporting requirements for all qualifying payments that Travelers makes on behalf of Client. Qualifying payments shall include any payment by Travelers under this Agreement to or on behalf of a Medicare beneficiary that triggers a reporting obligation on behalf of Client. Qualifying payments do not include payments made as reimbursement to Client or to any insurer that has paid amounts to or on behalf of a Medicare beneficiary. Travelers shall have no obligation to report payments made by another entity. Travelers will establish appropriate safeguards to protect the confidentiality of data collected and transmitted by Travelers to prevent unauthorized access to that data. (B) In the course of providing Claim Services, expenses will be incurred on behalf of Client for allocated loss adjustment expenses, defense expenses, or similar expenses as such terms are defined in the Policy (referred to herein as "ALAE"). SECTION III—FUNDING ARRANGEMENTS A. The following is a description of the terms and procedures under which Travelers' Claim billing with Client is established and operated. Travelers will make Claim and ALAE payments on Client's behalf utilizing checks drawn against a bank account of Travelers. If Client fails to fulfill its funding obligations hereunder, Travelers may immediately suspend all payments of Claims and ALAE and terminate this Agreement pursuant to the Effective Dates and Termination Section of this Agreement. Under no circumstances will Travelers be required to use its own funds to pay Claims and ALAE hereunder. In addition, Travelers may pay claims and ALAE amounts in excess of Client's Self- Insured Retention in order to effect settlements or for any other reason associated with Travelers' performance of Claim Services. Client agrees to reimburse Travelers for any such payments to the extent the Policy does not provide coverage for the Claim or expense pursuant to these funding arrangements and subject to the terms and conditions of this Agreement. Client's obligation to reimburse Travelers for such payments is an obligation which is independent of and not contingent upon Client's receipt of payment from any other source. B. Client agrees to make funds available to Travelers from which Travelers may draw at its discretion for payment of all Claims and ALAE which are within the Discretionary Authority Limit as well as for payments which exceed the Discretionary Authority Limit but which have been specifically consented to by Client. 1. Client will make a cash payment to Travelers to establish a claim fund: (a) $100,000 shall be deposited by inception of this Agreement. This amount shall be the initial minimum claim fund level. Travelers has the right to commingle the claims fund with its general assets and deposit in its standard banking accounts any and all amounts in the claims fund. Travelers shall not be responsible for allocating any amounts between the entities of Client. (b) Travelers shall bill Client for paid Claims on a monthly basis. Client shall be obligated to pay to Travelers any amount billed for Claims within thirty (30)days of receipt of written notice by Travelers. (c) Travelers shall continually review the adequacy of the claim fund and may require such increases or decreases in the minimum and maximum claim fund level described above as Travelers in discussion with Client deems necessary to reserve for payment of present and future Claims and ALAE. In setting the minimum claim fund level Travelers does not represent or warrant the adequacy thereof. Whenever the claim fund is less than the then minimum level described in Section III.B.1(a)or thereafter set by Travelers, Client shall pay an amount sufficient to Travelers to increase the claim fund within thirty(30)days of receipt of written notice by Travelers. (d) Upon termination of this Agreement pursuant to the terms of Section VIII, Travelers shall return any amount remaining in the claim fund to Client after deducting the amount of any Claim or ALAE payable by Travelers for the settlement or adjustment of any Claim that occurred prior to the termination of this Agreement. 2. Travelers has no duty under any circumstances, including but not limited to the inability to pay or insolvency of Client, to provide funds to pay any Claims or ALAE with respect to Claims of Client except to the extent funds are maintained in the claim fund or as required by state law. Provided however, that Travelers, without waiving its rights or excusing performance by Client, may from time to time elect to advance its own funds for the payment of such amounts in which case Client shall immediately reimburse the claims fund pursuant to Section III.B.1(b) above.If Client fails to make funds available for Travelers to pay Claims and ALAE under the Self-Insured Retention, Travelers will have the right to suspend payment of Claims and ALAE without prior notice to Client until such funds are available and Travelers may refuse to render any of the services provided for under this Agreement, to the extent permitted by state law. Travelers may also bring suit against Client seeking specific performance of Client's obligations or to recover any amount due Travelers under the terms of this Agreement. Travelers will not be liable for any penalties, fees, assessments or legal judgments rendered for, or based upon the failure to pay Claims or ALAE when the necessary funds were not deposited in the claim fund, except to the extent required by state law.Any election of Travelers to continue to service claims, to advance its own funds to pay Claims or ALAE, or to pursue a remedy provided for in this section shall not operate as a waiver or estop Travelers from asserting any right under the terms of this Agreement or otherwise provided by law. 3. To secure the payment of the Obligations (as defined below), Client grants to Travelers: (a) a security interest in the moneys on deposit in the claim fund as cash collateral as that term is defined in Section 363(a) of the U.S.Bankruptcy Code and acknowledges that the security interest is perfected by Travelers control over the claim fund, and(b)the right to set off any of the Obligations against any sums now or at any time owing by Travelers to Client. Client agrees to execute such documents as Travelers may require to evidence the attachment or perfection of the security interest granted pursuant hereto, and further agrees to take such other steps as Travelers may reasonably require to establish and maintain the first priority of such security interest. "Obligations" shall mean all present or future indebtedness and obligations of Client to Travelers including, but not limited to, those arising at any time under this Agreement and any other prior,present or future agreement and insurance policy between Client and Travelers and any renewals, restatements or extensions thereof, whether or not such indebtedness or obligations are matured, contingent, unliquidated or subject to any recoupment or setoff, as well as any present or future liabilities of Travelers, payment for which Client has undertaken or is otherwise obligated to Travelers under this Agreement or any other agreements and insurance policy(s) or otherwise applicable agreements or law. Client acknowledges and confirms that the Obligations hereunder are obligations secured by the security interest granted by Client to Travelers under and pursuant to the terms of any and all past or present agreements or policy(s) between Travelers and Client. SECTION IV—DUTIES OF CLIENT A. Client shall pay the charges provided for herein for the Claim Services. B. Client agrees to cooperate with Travelers in the investigation of any Claim and to provide any information Travelers shall reasonably request for the purpose of investigating a Claim. C. Client agrees to indemnify and hold harmless Travelers and its directors, officers, agents, employees and affiliates providing Claim Services hereunder against any and all claims, settlements, interest charges, lawsuits, payments, penalties, administrative proceedings, judgments,costs, damages or expenses, including attorneys' fees,resulting from,or arising out of or in connection with any Claim or any Excess Claim hereunder, or incurred to enforce this provision unless it is determined by the final order of a court of competent jurisdiction that a proportion of the liability therefore was caused by the willful misconduct or negligent activity of Travelers, its employees or agents, in which case, Travelers shall be responsible for its proportionate share of the liability. This clause survives termination of this Agreement. SECTION V—LIMITATION OF LIABILITY A. Travelers makes no representation that Client is authorized to insure or to self-insure. It is the responsibility of Client to obtain all necessary authorization from applicable governmental authorities. Client further agrees that it is its responsibility to fund Claim payments. Client acknowledges and agrees that this Agreement is not a policy of insurance. B. In the event Travelers should fail to perform its duties hereunder and if such failure is not corrected within thirty (30) days after written notice by Client to Travelers of such failure, then Client may terminate this Agreement upon fifteen (15) days written notice to Travelers. The foregoing is in lieu of all other warranties, expressed or implied (including warranties of merchantability and fitness for a particular purpose) and all liability for special,indirect or consequential damages,including lost profits,even if Travelers has been advised of the possibility of such damages. C. Travelers reserves the right to not provide Claim Services in any state or political jurisdiction if such services are prohibited by the laws or regulations thereof Travelers may immediately discontinue Claim Services and return Claim files in its possession to Client to the extent there is a change in law or regulation, or a change to how Travelers is required to interpret a law or regulation, which imposes additional duties, responsibilities or obligations on Travelers. In such instances, Travelers shall have no further duty to provide such Claim Services. SECTION VI—CLAIMS SERVICE FEES AND OTHER CHARGES A. As consideration for the Claims Services provided under this Agreement, Client shall pay to Travelers a claims service fee, which has been included in the policy premium. B. 1. In the event that a state or other jurisdiction, in accordance with existing or future law, determines that Travelers is liable for payment of any taxes, assessments or escheat obligations (other than taxes solely based upon Travelers' net income)with respect to any aspect of this Agreement, Client agrees to reimburse Travelers for the amount of any such taxes,assessments or escheat obligations,any interest expense assessed against or incurred by Travelers before or after payment of such amounts, and any other charges, penalties or fines in connection therewith, including reasonable attorneys' fees, that Travelers may sustain in connection with such amounts. Any such amount shall be due and payable upon written notification by Travelers to Client. 2. Travelers with conversation from insured shall have sole discretion in determining whether any claim or assessment for taxes,assessments or escheat obligations shall be paid, compromised,litigated or appealed and as to all matters of procedure,compromise,defense or appeal or any other aspects of any claim or assessment concerning its liability. 3. In the event that a state or other jurisdiction, in accordance with existing or future law,imposes upon Travelers the duty to act as agent for collection of any tax or assessment obligation lawfully imposed on Client with respect to any aspect of the Agreement, Client will pay over any such amounts to Travelers when requested to do so by Travelers. C. The claims service fee which is included in the policy premium shall cover Claim Services for the lifetime of the claim. In the event this Agreement is terminated for any reason, these claim service fees will not be pro-rated and are not refundable. SECTION VII—EVENTS OF DEFAULT Each of the following events shall constitute an Event of Default: A. Client shall fail to make any payment of charges or fees on or before the date due; or B. Client shall fail to fulfill any of its obligations under the Funding Arrangements; or C. Client shall fail to perform or observe any other obligation under this Agreement; or D. Client becomes insolvent or is unable to pay its debts as they become due or Client is declared bankrupt or insolvent, or if a debtor relief proceeding has been brought by or against it. . SECTION VIII—EFFECTIVE DATES AND TERMINATION A. This Agreement shall commence on the Effective Date and shall remain continuous until terminated. B. 1. This Agreement may be terminated by either Travelers or Client with or without cause for any reason whatsoever upon sixty (60) days prior written notice. 2. Upon the occurrence of any Event of Default, and if such Event of Default is not corrected within thirty (30) days after written notice by Travelers to Client of such Event of Default, then Travelers may terminate this Agreement upon fifteen (15) days written notice to Client. This Agreement may be terminated by Client as set forth in Section V.B. or by Travelers as set forth in Section V.C. 3. If none of the events referenced in the preceding subsections take place, this Agreement will terminate when both parties agree that all the obligations of each hereunder have been paid or otherwise performed. C. Notwithstanding the termination of this Agreement, Client shall remain fully liable to Travelers for all claims service fees, paid Claims, ALAE and all other sums due in accordance with the terms and provisions of this Agreement with respect to Claims reported before such termination, and all such obligations of Client shall be deemed to survive any such termination. D. 1. This Agreement contemplates Travelers providing Claim Services for each Claim handled pursuant hereto, from the time the Claim is opened until conclusion. Therefore, in the event of termination, unless there is a default by Client, Travelers will continue to provide Claim Services for Claims which were reported prior to termination, until all Claims are concluded. 2. In the event of a termination by Travelers pursuant to this Section because of a default by Client, or if, after the termination of this Agreement for any other reason pursuant to this Section, Client fails to fulfill its obligations under the Funding Arrangements or to pay any other amounts due and owing hereunder, Travelers may immediately discontinue all Claim Services and return the Claim files in its possession to Client at Client's expense at the address specified in the "Notices" Section of this Agreement, without any offset or deduction from any of the Claim Service fees or other charges paid or payable by Client to Travelers under this Agreement. Travelers shall then have no further responsibility to provide Claim Services for any Claims of Client other than as may be required by state law. 3. Travelers assumes no liability with respect to Claim Services,and the work product thereof, performed by anyone other than Travelers, either prior to or subsequent to the Term of this Agreement. To the extent that Travelers incurs any liability as a result of Claim Services performed by anyone other than Travelers, Client agrees to hold Travelers harmless for any such liability as set forth in the Duties of Client Section of this Agreement. SECTION IX—EXAMINATION OF RECORDS Travelers agrees to maintain a Claim file on each reported Claim, which files are the property of the Client. Client shall have the right to examine any Claim file or time sheets relating to the specific Claim maintained by Travelers pursuant to this Agreement upon seven (7) days for electronic files and fifteen (15) for paper files advance written notice from Client to Travelers; provided, however, Client agrees that an examination of individual Claim files shall be carried out in a manner agreed to between Client and Travelers designed to protect the confidentiality of the individual's medical and professional information and that any examination be conducted during the normal business hours of Travelers pursuant to reasonable restrictions imposed by Travelers. If Client retains a third party to perform the examination functions set forth in this section, Client agrees that the third party will not have access to records until third party signs a Non-Disclosure Agreement between third party and Travelers. SECTION X— SOLE BENEFIT This Agreement is for the sole benefit of the parties hereto and in no event shall this Agreement be construed to be for the benefit of any third party, and Travelers shall not be liable for any loss, liability, damages or expense to any person not a party to this Agreement. SECTION XI—ASSIGNMENT No assignment by either party of this Agreement shall be valid without the prior written consent of the other party, which consent shall be reasonably given. Notwithstanding the foregoing, Travelers may at any time assign its rights and delegate its duties hereunder to any of its affiliated companies. In addition, Client acknowledges and agrees that all or some of the Claim Services provided hereunder may be provided by affiliated companies of Travelers. SECTION XII—FAILURE OF ENFORCEMENT Travelers'failure to enforce at any time any of the provisions of this Agreement, or to exercise any option which is herein provided, or to require at any time performance by Client of any of the provisions hereof, shall in no way be construed to be a waiver of such provisions, nor in any way to affect the validity of this Agreement or any part thereof, or Travelers' right to thereafter enforce each and every provision of this Agreement or to exercise any right or remedy available to Travelers under applicable law. SECTION XIII —LEGAL AGREEMENT Nothing in this Agreement shall be construed to require commission of any act contrary to the law. In the event of a conflict between any provision of this Agreement and any law or regulation contrary to which the parties have no legal right to contract, the latter shall prevail; provided however, that in such event, the provision so affected shall be limited only to the extent necessary to permit compliance with the minimum legal requirement, and all such other provisions of this Agreement shall continue in full force and effect. The parties have read this Agreement and they have had a full opportunity to evaluate this Agreement along with all transactions and other matters contemplated by this Agreement. The parties have had the opportunity to consult with, and have consulted with, business advisors and counselors of their choice in connection with this Agreement. If any provision of this Agreement is found ambiguous by a court or arbitration panel, such provision shall not be construed against either party based on the party's alleged drafting of such provision. SECTION XIV—AGREEMENT TO ARBITRATE The parties recognize that disputes may arise between them and in some instances involving non- parties as well, about the parties'rights and duties relative to reimbursement of Claims and ALAE and payment of Claim Service charges and other charges under this Agreement. In addition, disputes may arise regarding whether and how much Travelers' Claims Services (e.g. investigation, administration, payments in connection with Claims) may impact the amount of Claims and ALAE payments and Claims Service Fees charges Client may owe to Travelers under this Agreement. The parties will attempt to resolve those disputes without resort to formal procedures. However, in the event such a dispute is not resolved, either party shall submit the matter to arbitration and the other party shall be bound by such submission, provided that neither party shall submit to arbitration (i) any coverage dispute which arise under or in connection with Claim Service performed by Travelers under this Agreement; and/or (ii) any claim which either party purports to arbitrate as a representative or member of a class or as a private attorney general. The arbitrator(s) has no authority, and is not empowered, to consolidate or direct class-action arbitration as to any disputes between the parties to this Agreement with other disputes between Travelers and any other of its customers or other third parties. Nor shall the arbitrator(s) have authority or be empowered to consolidate or direct disputes brought by Client as a private attorney general. Any determination by the arbitrator(s) to so consolidate or direct class-action arbitration or to consolidate or direct disputes brought by Client as a private attorney general shall be beyond the arbitrator's authority and jurisdiction and shall accordingly, be void. Any dispute regarding these prohibitions against consolidation of class-action arbitrations and against disputes brought by Client as a private attorney general shall be heard and resolved by a court having jurisdiction over the parties as provided in the Consent to Jurisdiction provision below, not the arbitrator(s). The parties agree that Client's Claim Services program with Travelers is deemed made in the State of Illinois and involves interstate commerce. Accordingly, Travelers and Client agree that any arbitration proceeding arising out of or related to this Agreement shall be governed by the Federal Arbitration Act("FAA") and, to the extent not inconsistent with the FAA, Illinois arbitration law. A. All such disputes shall be submitted for decision to a panel of arbitrators composed of two party-appointed arbitrators and an umpire (the "Arbitration Panel"). Each member of the Arbitration Panel shall be a disinterested, active or retired judge, or executive officer of a property-casualty insurance company or claim service provider, or property-casualty broker authorized to transact business in the United States. The arbitration proceedings shall take place in Elgin, Illinois unless otherwise agreed by the parties. B. The party demanding arbitration("Claimant") shall appoint its arbitrator first. The other party("Respondent") shall appoint its arbitrator no later than two weeks after the date on which Respondent receives notice from Claimant of Claimant's appointment of its arbitrator. If the Respondent fails to appoint its arbitrator within such two week-period, then Claimant shall appoint the second arbitrator and Respondent shall forfeit any right to name the second arbitrator. The two arbitrators shall select an umpire within twenty one (21) days after both arbitrators have been appointed. If the two arbitrators fail to agree on an umpire within the twenty one (21) day period, each arbitrator shall name three umpire candidates, of whom the other arbitrator shall strike two and the decision shall be made from the remaining two umpire candidates by drawing lots. C. Notwithstanding anything in this 'Agreement to Arbitrate' Section to the contrary, if the amount claimed by the Claimant in its demand for arbitration is less than $250,000, the parties agree that an abbreviated, streamlined arbitration procedure ("Streamlined Arbitration") will be followed. In such a case, the parties agree to submit the dispute to an Arbitration Panel comprised of a sole arbitrator. The sole arbitrator shall be a disinterested, active or retired judge, or executive officer of a property-casualty insurance company or claim service provider, or property- casualty broker authorized to transact business in the United States.Within fourteen (14)days of the date the arbitration demand is served on Respondent, Claimant and Respondent shall each name three candidates. If a candidate appears on both lists of candidates, then that candidate shall be named the sole arbitrator to resolve the dispute. If there is no match on the lists, each party shall strike two names from the other's list and the sole arbitrator shall be selected from the remaining two candidates by drawing lots. All Streamlined Arbitration proceedings shall be subject to the following rules: 1. Each party will be permitted a maximum of three depositions. 2. The parties agree that time is of the essence and that the final hearing shall commence no later than six months from the date of the arbitration demand. The parties further agree that no continuances or extensions of time with respect to that six month period shall be granted unless both parties agree. 3. The sole arbitrator shall have the authority, in his/her discretion to decide the case without a formal hearing and based upon the written materials submitted by the parties. D. The Arbitration Panel is relieved from all judicial formalities and may abstain from following the strict rule of law.At the hearing,evidence may be introduced without following the strict rules of evidence, but cross examination and rebuttal shall be allowed. E. The Arbitration Panel shall issue its decision within fourteen (14) days following the conclusion of the hearings or, if the case is submitted on the briefs, within fourteen(14) days of the submission of the final briefs. F. The Arbitration Panel shall issue its decision in writing,identifying the reasons and rationale for the decision and, if the arbitration panel feels it is necessary, setting forth the findings of fact with respect to its decision. G. The decision of the majority of the Arbitration Panel shall be final and binding upon all parties to the proceeding. Judgment may be entered upon the award in any court having jurisdiction. H. The Arbitration Panel shall have authority to award pre judgment interest, post- judgment interest, interim relief, pre-hearing security, and summary judgment. I. Each party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other party all expenses of the umpire and of the arbitration. Unless otherwise required by statute,each party shall be responsible for its own attorneys' fees and costs. SECTION XV —CONSENT TO JURISDICTION Subject to the terms and conditions of this Agreement, in the event any suit is commenced to enforce any right hereunder, the non-suing party hereby irrevocably submits to, consents to and waives any objection to the exclusive jurisdiction of the courts of the state of Illinois, including the United States District Court for the State of Illinois.In connection with any such action,process may be served within or outside of the State of Illinois by personal service or by registered mail, return receipt requested,addressed to the address set forth in the Notices Section of this Agreement or such other address as the non-suing party may hereafter designate in writing. The parties agree and consent that the exclusive venue (subject to the applicable rules of the courts concerning the assignment or transfer of cases) for any such action shall lie in the County of Kane in the State of Illinois. SECTION XVI—CHOICE OF LAW This Agreement shall be governed by the internal laws of the State of Illinois, without regard to Illinois's rules regarding conflict of laws. This choice of law provision applies to this Agreement and not to coverage disputes which may arise in connection with claims or suits brought against Claims as defined in this Agreement. SECTION XVII—ENTIRE AGREEMENT This Agreement, its exhibits and any agreement(s) incorporated by reference constitute the entire agreement between the parties with respect to the subject matter hereof, and all prior agreements, representations, statements,negotiations and undertaking are superseded hereby. SECTION XVIII - AMENDMENTS This Agreement may be amended by the parties at any time so long as each amendment is in writing and signed by authorized officers of both parties. SECTION XIX- NOTICES All notices, demands or other communications hereunder (excluding Claim notices) shall be in writing and shall be deemed to have been duly given when sent if delivered by(i) overnight mail via a commercial courier who will provide evidence of delivery or(ii) electronic mail to the other party at the address(es) set forth below: (a) If to Client: City of Elgin Attn: Kelly Wasilewski 150 Dexter Court Elgin, Illinois 60120 Wasilewski k @cityofelgin.org (b) If to Travelers: The Travelers Indemnity Company Public Sector Services 385 Washington Street St. Paul, MN 55102 Attention: Melanie Wahlquist, Chief Underwriting Officer E-Mail Address: MWAHLQUI@travelers.com SECTION XX—COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall constitute an original, but such counterparts together shall constitute but one and the same instrument. IN WITNESS WHEREOF, Client and Travelers have caused this Agreement to be executed by their respective officers duly authorized. City of Elgin, IL The Travelers Indemnity Company ("Client") ("Travelers") By: ic.aw.■ 7/ By: i.,s;• Print Name: Richard G. Kozal Print Name: Beth Kipetz Title: City Manager _ Title: 2VP Loss Sensitive Lead Date: September 28, 2016 Date: September 23rd, 2016 Att s : /` U C t C erk