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95-22 Resolution No. 95-22 RESOLUTION AUTHORIZING EXECUTION OF A CLAIMS SERVICE CONTRACT WITH WILLIS CORROON ADMINISTRATIVE SERVICES CORPORATION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Richard B. Helwig, City Manager, and Dolonna Mecum, City Clerk, be and are hereby authorized and directed to execute a Claims Service Contract on behalf of the City of Elgin with Willis Corroon Administrative Services Corporation for the administration of liability and property claims, 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 CLAIMS SERVICE CONTRACT THIS AGREEMENT is made and entered into with an effective date of October 1, 1994 between WILLIS CORROON ADMINISTRATIVE SERVICES CORPORATION, a Tennessee Corporation, with principal offices at 26 Century Boulevard, P. O. Box 305148, Nashville, Tennessee 37230-5148, hereinafter referred to as "WCASC", and CITY OF ELGIN, ILLINOIS with principal offices in Elgin, Illinois, hereinafter referred to as "Client". WITNESS: WHEREAS, "WCASC" is in the claims service business; and, WHEREAS, "Client" desires to employ "WCASC" as its claims service company to service the claims of "Client" arising out of coverages provided under policies issued by Underwriters at Lloyd's and Northfield Insurance Company effective October 1, 1994 through September 30, 1997 for their facilities located in Elgin, Illinois. NOW, THEREFORE, "WCASC" and "Client" contract as follows: "WCASC" AGREES: 1. (a) To review all claim and/or loss reports with occurrence dates as provided under said coverages specified in the policies issued by Underwriters at Lloyd's and Northfield Insurance Company and reported to "WCASC" during the term of this Contract, which involves claims against "Client" and/or claims by "Client" under said coverages. (b) To investigate, adjust, settle or resist all such losses and/or claims within the agreed discretionary settlement authority limit of Five Thousand Dollars ($5,000). (c) To investigate, adjust, settle or resist all such losses and/or claims as are in excess of the discretionary settlement authority limit of Five Thousand Dollars ($5,000) only with specific prior approval of "Client". 2. To furnish claim forms necessary for proper claims administration. 3. To establish claim and/or loss files for each reported claim and/or loss. Such files shall be the exclusive property of "Client", Underwriters at Lloyd's, and Northfield Insurance Company. Such files are available for review by "Client" during normal business hours with reasonable notice. 4. To furnish "Client" a monthly Claim Activity Loss Run and a semiannual Loss Prevention Analysis Run. Claims Service Contract Page 1 of 4 ALA/CK/OCC 5. To indemnify, defend and hold harmless "Client" with respect to any claims asserted as a result of any errors, omissions, torts, intentional torts or other negligence on the part of "WCASC" and/or its employees unless the complained of actions of "WCASC" were taken at the specific direction of "Client". "CLIENT" AGREES: 1. To make funds available that "WCASC" may draw from at any time and from time to time for claim and/or loss payments and associated allocated expense within the discretionary settlement authority limit of Five Thousand Dollars ($5,000) and for claim and/or loss payments in excess of the discretionary settlement authority limit of Five Thousand Dollars ($5,000) with the prior approval of "Client". 2. (a) To pay "WCASC" the service fee as prescribed in this Contract. (b) To pay "WCASC" within forty-five (45) days of the effective date of the invoice. 3. (a) To pay all Allocated Loss Expense in addition to the claim service fee to be paid to "WCASC" as prescribed in this Contract. (b) Allocated Loss Expense shall include but not be limited to attorneys' fees; court reporters' fees; transcript fees; the cost of obtaining public records; witness fees; witnesses' travel expense; commercial photographers' fees; experts' fees (i.e. engineering, physicians, chemists, etc.); fees for independent medical examinations; all outside expense items; and any other similar fee, cost or expense associated with the investigation, negotiation, settlement or defense of any claim hereunder or as required for the collection of subrogation on behalf of "Client". (c) To pay all Unallocated Loss Expense, which is defined as automobile appraisal or property appraisal fees and extraordinary travel expense incurred by "WCASC" at the request of "Client". 4. To indemnify, defend and hold "WCASC" and/or its employees harmless in the event "WCASC", acting at the specific direction of "Client", becomes liable to any third party. "WCASC" AND "CLIENT" MUTUALLY AGREE AS FOLLOWS: 1. (a) The term of this Contract is continuous from its effective date for one (1) year. This Contract may be terminated by either "WCASC" or "Client" upon cancellation of the Claims Service Contract Page 2 of 4 ALA/CK/OCC coverages provided under the policies of insurance underwritten by Lloyd's of London and Northfield Insurance Company. (b) "Client" shall have the option, upon termination or expiration of this Contract: (i) With approval of Underwriters at Lloyd's and Northfield Insurance Company, to self-handle to a conclusion all claims and/or losses and associated services pending on the date of termination or expiration of this Contract, such handling not to result in any expense or reduction in Contract revenue to "WCASC"; or (ii) To have "WCASC" handle and adjust to a conclusion said claims and/or losses which have been reported during the term of this Contract and which are open on the date of termination or expiration of this Contract. Sufficient funds of"Client", including allocated claim and/or loss expense, shall remain available to "WCASC" to liquidate such claims and/or losses. 2. This Contract covers Claim Service for "Client" in the United States of America. 3. (a) "Client" shall pay "WCASC" fees in the amount of Sixty Thousand Four Hundred Dollars ($60,400) for claims services provided during the term of this Contract. "Client" agrees to pay "WCASC" an additional annual fee of One Thousand Two Hundred Dollars ($1,200) for systems costs. (b) "Client" agrees to pay "WCASC" for additional expenses, including the printing of computer compatible checks or other printing specifically requested by "Client" at "WCASC's" cost. (c) Gross receipts tax or assessments in those states or jurisdictions where levied shall be in addition to the service fee. 4. In the event any one or more of the provisions of this Contract shall be determined to be invalid or unenforceable by any court or other appropriate authority, the remainder of this Contract shall continue in full force and effect, as if said invalid and unenforceable portion had not been included in this Contract. 5. This Contract shall be construed and interpreted in accordance with the laws of the state of Illinois. 6. This Contract represents the entire understanding of "WCASC" and "Client" and supersedes all prior oral and written communications between "WCASC" and "Client" as to the subject matter. Neither this Contract nor any provisions of it may be amended, modified or waived Claims Service Contract Page 3 of 4 ALA/CK/OCC • except in writing signed by a duly authorized representative of"WCASC" and "Client". 7. The failure or delay of either "WCASC" or "Client" to take action with respect to any failure of the other party to observe or perform any of the terms or provisions of this Contract, or with respect to any default hereunder by such other party, shall not be construed as a waiver or operate as a waiver of any rights or remedies of either "WCASC" or "Client" or operate to deprive either "WCASC" or "Client" of its right to institute and maintain any action or proceeding which it may deem necessary to protect, assert or enforce any such rights or remedies. IN WITNESS WHEREOF, "WCASC" and "Client" have caused this Contract to be executed by the person authorized to act in their respective names. WILLIS CORROON ADMINISTRATIVE SERVICES CORPORATION WITNESS: fita TITLE: Senior Vice President DATE: ///6if s- CITY OF ELGIN, ILLINOIS WITNESS: BY: TITLE: DATE: 7-I9)gr- it Claims Service Contract Page 4 of 4 ALA/CK/OCC