95-21 Resolution No. 95-21
RESOLUTION
AUTHORIZING EXECUTION OF A SERVICE AGREEMENT WITH
CANNON COCHRAN MANAGEMENT SERVICES, INC.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,
ILLINOIS, that Richard B. Helwig, City Manager, be and is
hereby authorized and directed to execute a Service Agreement
on behalf of the City of Elgin with Cannon Cochran Management
Services, Inc. for the administration of the workers ' compensa-
tion self-insurance program, a copy of which is attached
hereto and made a part hereof by reference.
s/ George VanDeVoorde
George VanDeVoorde, Mayor
Presented: February 8, 1995
Adopted: February 8, 1995
Omnibus Vote: Yeas 6 Nays 0
Attest:
s/ Dolonna Mecum
Dolonna Mecum, City Clerk
SERVICE AGREEMENT BETWEEN
CITY OF ELGIN AND
CANNON COCHRAN MANAGEMENT SERVICES, INC.
THIS SERVICE AGREEMENT is made and entered into this 1st day of October, 1994,
by and between the City of Elgin (the "Client"), and Cannon Cochran Management Services,
Inc. ("MSI"), a Delaware corporation. It is agreed between the parties hereto as follows:
A. APPOINTMENT OF MSI. The Client hereby appoints MSI, and MSI hereby agrees to
serve, as Third Party Administrator ("Administrator") of the Client's workers'
compensation self-insurance program created and existing under the State of Illinois
("State") Self-Insurance Regulations.
B. FUNCTIONS OF MSI. During the term of this Agreement, the regular functions of MSI
as the Client's Administrator shall include the following:
1. General Administrative Duties and Responsibilities
(a) Regulatory Functions.
1) MSI will perform or supervise all functions set forth in the rules and
regulations promulgated by the State Self-Insurance Regulations.
2) MSI will prepare, compile, and file all notices, reports, documents, forms and
surveys as may be required of the Administrator by the State.
3) MSI will represent the Client to the best of its ability at all necessary
hearings, meetings, conventions and administrative inquiries involving the
interests of the Client before the State, except those requiring representation
by an attorney at law.
(b) Management Functions. MSI will perform and manage the daily business affairs
of the Client's self-insurance program, including but not limited to:
1) Preparing and maintaining adequate and correct books, records and
accounts on behalf of the Client in compliance with applicable statutes,
regulations and established practices.
2) Recommending firms or individuals to perform legal, financial and other
professional services in consultation and with Client prior approval, and
paying such firms or individuals with Client funds.
3) Coordinate and report to excess insurance carriers, as appropriate, subject
to compliance of Section C.5.
(c) Provision of Reports. MSI agrees to provide reports to the Client as specified in
the Schedule of Reports attached hereto as Exhibit A.
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(d) Cooperation by MSI. MSI will cooperate with any fiscal or fiduciary agent
appointed by the Client for the management of the Client's investments.
(e) Additional Services. Subject to joint agreement by the parties and negotiation of
a mutually acceptable fee, MSI will provide such additional services as may be
reasonable, necessary or prudent for the business and purposes of the Client.
2. Risk Management Services. MSI will provide the Client risk management services
upon mutual agreement of the parties. The Schedule of Risk Management
Services is attached hereto in Exhibit B.
3. Loss Control Services. MSI will provide the Client loss control services upon mutual
agreement of the parties. The Client shall remain fully responsible for the
implementation and operation of its own safety programs and for the detection and
elimination of any unsafe conditions or practices. The Schedule of Loss Control
Services is attached hereto in Exhibit C.
4. Claim Administration.
(a) Claim Management and Administration. MSI will manage and administer all
claims of the Client which occur during the period of this Agreement. MSI will
act on behalf of Client in handling, monitoring, investigating, overseeing and
adjusting all such actual and alleged claims and reporting to excess carriers
when applicable.
(b) Claim Settlement. MSI will settle claims of the Client with Client funds in
accordance with reasonable limits and guidelines established with the Client;
provided, however, that MSI may in its sole discretion obtain the prior approval
of the Client before settling any claim.
(c) Claim Reserves. MSI will recommend reserves for unpaid claims and unpaid
claim adjustment expenses.
(d)Allocated Claim Expenses. MSI will pay all Allocated Claim Expenses with
Client Funds, subject to Client approval. Allocated Claim Expenses are charges
for services provided in connection with specific claims by persons or firms other
than MSI. Notwithstanding the foregoing, Allocated Claim Expenses will include
all expenses incurred in connection with the investigation, adjustment,
settlement or defense of out-of-state claims, even if such expenses are incurred
by MSI. Allocated Claim Expenses will include, but not be limited to, charges
for:
1) Medical examinations of claimants;
2) Managed care, including but not limited to PPO networks, medical bill audits
and medical management review;
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3) Surveillance;
4) Attorneys, experts and special process servers;
5) Court costs, fees, interest and expenses;
6) Depositions, court reporters and recorded statements;
7) Independent adjusters and appraisers;
8) MSI personnel, at their customary rate or charge, but only with respect to
claims outside the State; and
9) Actual expenses incurred by MSI employees outside the State for meals,
travel and lodging in conjunction with claim management.
(e) Subrogation. MSI will monitor claims for subrogation, which will include
preparing subrogation actions on behalf of the Client. Recoveries will be
obtained where feasible.
C. CLIENT RESPONSIBILITIES. Client agrees to:
1. Report all claims, incidents, reports or correspondence relating to potential claims in
a timely manner.
2. Cooperate fully in the disposition of all claims.
3. Provide adequate funds to pay all claims and expenses in a timely manner.
4. Respond to information requests in a timely manner.
5. Provide a complete copy of current excess or other insurance policies applicable to
Client's workers' compensation self-insurance program.
6. Promptly pay MSI's fees.
D. OPERATING EXPENSES. The Client agrees to be responsible for and pay all of its
own operating expenses other than service obligations of MSI. Such operating
expenses shall include, but not be limited to, charges for the following:
1. Self-insurance bonds;
2. Certified Public Accountants;
3. Attorneys;
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4. Independent payroll audits;
5. Allocated Claims Expenses incurred pursuant to Section B.4.(d) of this Agreement;
6. Governmental fees and taxes; and
7. Promotional material, industry-specific loss control material, stationery and supplies.
8. NCCI charges;
9. Excess and other insurance premiums; and
10.Other operating costs as normally incurred by the Client, subject to Client approval.
E. BOOKS AND RECORDS.
1. All manuals, forms, files and reports, documents, customer lists, rights to solicit
renewals, computer records and tapes, financial and strategic data, or information
which documents MSI's processes, procedures and methods, or which MSI
employs to administer other programs in addition to the Client's program, shall at all
times be and remain the sole and exclusive property of MSI. The Client shall have
no ownership, interest or right to duplicate or utilize the foregoing.
2. After termination of this Agreement, MSI shall provide the Client with all books,
records, applications and other forms of information relating specifically and only to
the Client. Any costs of such reproduction shall be borne by the Client.
3. MSI shall make the materials specific to the Client's program available for inspection
by any duly authorized representative of the Client, or any governmental authority
having jurisdiction over MSI or the Client.
4. The Client and its members and their affiliates shall not, during this Agreement or
thereafter, disclose to any other person or entity or utilize in any way, any
confidential information or trade secrets of MSI, including but not limited to MSI's
business methods and techniques, research data and financial information.
F. SOLICITATION OF EMPLOYEES. The Client agrees not to recruit, solicit or hire any
employee of MSI without MSI's written permission during the term of this Agreement
and for one year following termination of this Agreement. In the event the Client does
recruit, solicit or hire any MSI employee without the written permission of MSI, the
Client shall pay to MSI, as liquidated damages, one year of said employee's gross
salary. This gross salary will be determined by the amount of annualized income
earned by the MSI employee at the time notice of resignation is given to MSI by the
employee, and will be due in full within thirty days after the employee's last day of
employment at MSI.
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G. TERM AND TERMINATION.
1. Term of Agreement. Unless earlier terminated as provided hereunder, this
Agreement shall be for a term of one (1) year beginning on October 1, 1994, and
terminating on September 30, 1995, and will automatically renew for successive
one (1) year terms. The parties agree to negotiate in good faith the service fee
schedule on an annual basis. If agreement cannot be reached, MSI, at its option,
can terminate the Agreement upon sixty (60) days written notice, or elect to
continue the Agreement pursuant to the then current fee schedule.
2. Termination of greement. This Agreement may be terminated:
(a) By mutual agreement of the parties hereto;
(b) Upon expiration of the term of this Agreement if either party has given the other
at least ninety (90) days written notice of its intention to terminate pursuant to
Section G.1.;
(c) Upon dissolution of the Client's self-insurance program;
(d) Upon ninety (90) days written notice by either party if the other party is in
material breach of any term, covenant or condition contained herein; provided,
however, that as a condition precedent to termination under this Section G.2.(d),
the terminating parties shall give written notice to the other party, who shall have
sixty (60) days from the date of such notice to cure or correct the grounds for
termination. If the grounds of termination are not corrected or cured during the
sixty (60) day period, this Agreement may be terminated on the termination date
specified in the notice, but not prior to the expiration of the ninety (90) day
period described herein.
3. Services Following Termination of Agreement. Should this Agreement be
terminated or non-renewed for any reason, MSI will continue providing services on
all active files which occurred during the term of this Agreement and retain all
necessary Client files and records to administer these claims. MSI will turn over to
the Client all closed Client files, which shall include loss control records, reports,
surveys and correspondence, underwriting surveys and premium calculations,
reinsurance and excess insurance files, all closed claim files and readable form
copies of all regulatory filings.
Upon the Client's request and subject to agreement by MSI, MSI will be paid a
reasonable negotiated fee to:
(a) Cooperate with any successor administrator in the orderly transfer of all
functions, including providing a runoff listing of open claim files if the same is
desired by the Client and any other records reasonable and necessary for a
successor administrator; and
(b) Provide tape-to-tape transfer of data if such is feasible, with the cost of providing
such borne by the Client.
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H. SERVICE FEE PAYMENTS. The Client shall pay to MSI a service fee as outlined in
the Fee and Payment Schedule hereto as Exhibit D.
I. RELATIONSHIP OF PARTIES. Nothing in this Agreement shall be construed to
create a relationship of employer/employee, partners or joint ventures between the
Client and MSI. This Agreement is non-exclusive, and MSI shall have the right to
perform services on behalf of other individuals, firms, corporations and entities.
J. INDEMNIFICATION.
1. Indemnification by Client. The Client agrees that it will indemnify and hold harmless
MSI and MSI's directors, officers, employees, agents, shareholders, subsidiaries
and other affiliates from and against any and all claims, losses, liability, costs,
damages and reasonable attorneys' fees incurred by MSI as a result of breach of
this Agreement by the Client, or misconduct, error or omissions by the Client, or by
any of the Client's trustees, directors, officers, employees, agents, shareholders,
subsidiaries, members or other affiliates in connection with the performance of this
Agreement.
2. Indemnification by MSI. MSI agrees that it will indemnify and hold harmless the
Client and the Client's trustees, directors, officers, employees, agents,
shareholders, subsidiaries, members, or other affiliates from and against any and all
claims, losses, liability, costs, damages and reasonable attorneys' fees incurred by
the Client as the result of breach of this Agreement by MSI or misconduct, error or
omissions by MSI, or by any of MSI's directors, officers, employees, agents,
shareholders, subsidiaries or other affiliates in connection with the performance of
this Agreement.
K. CHANGE IN CIRCUMSTANCES. In the event the adoption of any statute, rule, or
regulation materially changes the nature of the relationship between the parties hereto
or the legal or economic premises upon which this Agreement is based, the parties
hereto shall undertake good faith negotiations to amend the terms of this Agreement to
account for such changes in a reasonable manner.
L. MISCELLANEOUS.
1. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State without regard to principles of
conflicts of law.
2. Timing of Services. MSI may exercise its own judgment, within the parameters set
forth herein, as to the time and manner in which it performs the services required
hereunder.
3. Successors in Interest. This Agreement shall be binding upon, and inure to the
benefit of, the successors in interest and permitted assigns of the parties hereto.
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4. Severability. The invalidity or unenforceability of any particular provision of this
Agreement shall not affect the other provisions hereof, and this Agreement shall be
construed in all respects as if the invalid or unenforceable provision had been
revised to the minimum extent necessary to make it valid and fully enforceable
under applicable law.
5. Paragraph Headings. All paragraph headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this
Agreement.
6. Waiver. The failure of any party to enforce any provisions of this Agreement shall
not constitute a waiver by such party of any provision. A past waiver of a provision
by either party shall not constitute a course of conduct or a waiver in the future with
respect to that same provision.
7. Entire Agreement/Amendment. This Agreement sets forth the full and final
understanding of the parties hereto with respect to the matters described herein,
and supersedes any and all prior agreements and understandings between them,
whether written or oral. This Agreement may be amended only by written document
executed by the Client and MSI.
Executed this day of /14,(41,7, , 199 ST
CANNO -CO HRAN MANAGEMENT SERVICES, INC.
By:
Robert L. Cowgill
Its: President
CITY OF ELGIN
By:
Its: Zr9 '9S
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EXHIBIT A
SCHEDULE OF REPORTS
MSI will provide the Client with the following computer reports:
1. A detailed listing of all claims broken down by location, policy year and line of coverage.
(MONTHLY)
2. A summary of all claims broken down by location, policy year and line of coverage.
(MONTHLY)
3. A check register listing all checks issued during the reporting period. (MONTHLY)
Effective Date: October 1, 1994
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EXHIBIT B
SCHEDULE OF RISK MANAGEMENT SERVICES
None to be provided.
Effective Date: October 1, 1994
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EXHIBIT C
SCHEDULE OF LOSS CONTROL SERVICES
None to be provided.
Effective Date: October 1, 1994
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EXHIBIT D
FEE AND PAYMENT SCHEDULE
Client agrees to pay MSI a base service fee for the administration of workers' compensation
claims occurring during the period of 10/01/94 - 9/30/95 of $25,000 for up to 120 claims. All
claims in excess of 120 will be administered for an additional fee of $95.00 per medical only
claim and $525.00 per indemnity claim.
Any claim open 24 months after date received will incur a $25.00 per month fee, per claimant,
per type of injury, to be billed semi-annually until conclusion of claim.
Client agrees to pay a minimum of quarterly installments of$6,250.00 each due on the first day
of the months of October, January, April and July. In the event the number of claims exceeds
120, the monthly billings for the additional service fee will be sent to the Client with payment
due within 15 days.
Executed this gja,day of qkituAti.4,7 , 199
CANNON-COCHRAN MANAGEMENT SERVICES, INC.
By: RIft •
Robert L. Cowgill
Its: President
CITY OF ELGIN
Its: -a-19 igs
Effective Date: October 1, 1994
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October 11,1994
CLAIM SETTLEMENT AUTHORITY
SERVICE INSTRUCTIONS
MSI will have authority to pay all temporary total disability (TTD) and medical benefits in
compliance with the Illinois Workers' Compensation Act.
Claim settlements will be coordinated through the Client's appointed outside legal counsel and
the Client's own Legal Department. All proposed settlements will be contingent upon approval
by the Client's City Council.
4P • 1� — -,_ ,Signature
-249'9 s
Date
Effective Date: October 1, 1994
C _ .c,
Eli"
7\,c,4 °F1,i, Agenda Item No.
y
o4p-.RgjED f VO 1
February 2 , 1995
TO: Mayor and Members of City Council
FROM: Richard B. Helwig, City Manager
SUBJECT: Claims Administration Service Contracts
PURPOSE
The purpose of this memorandum is to adopt separate resolutions
approving our two current claims administration service con-
tracts .
BACKGROUND
At your September 28, 1994 meeting, Council approved the City' s
Self-Insurance program for the policy year from October 1, 1994
through September 30, 1995 .
Included as part of this program are the contracts for claims
administration services to be provided by third-party administra-
tors as follows :
1) Workers Compensation claims to be administered by
Cannon Cochran Management Services Inc . (MSI) .
2 ) Liability and Property claims to be administered by
Willis Corroon Administrative Services Corp. (WCASC) .
Both these companies have been handling our self-insurance
claims continuously for several years (MSI since Oct. 1, 1987
and WCASC since Oct. 1, 1990) . Both service agreements have an
effective date of October 1, 1994 and it is noted that both MSI
and WCASC have been administering all claims pursuant to the
terms of their respective agreements while waiting for these
contracts documents .
COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED
None.
Mayor and Members of the City Council
•Page 2
FINANCIAL IMPACT
A total of $120,000 has been budgeted in our 1995 Risk Manage-
ment Fund for these contracts under the general heading "Miscel-
laneous Services" (Acct #630-0000-796-3099 ) .
LEGAL IMPACT
None.
RECOMMENDATION
The recommendation is to adopt the following two ( 2 ) resolutions
approving the claims administration services contracts with
Cannon Cochran Management Services Inc for a total amount of
$25, 000 and with Willis Corroon Administrative Services Corp.
for a total amount of $61, 600 .
Respectfully submitted,
Michael A. Sarro
Purchasing Director
Richard B. Helwig
City Manager