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HomeMy WebLinkAboutNetwork Adjusters, Inc ELIZABETH A. NEVILLE TOWN CLERK REGISTI{AR OF VITAL STATISTICS MARRIAGE OFFICER RECORDS M_~NAGEMENT OFFICER FREEDOM OF INFOR1VL~TION OFFICER Town Hall, 53095 Main Road P.O. Box 1179 Southold, New York 11971 Fax (631) 765-6145 Telephone (631) 765-1800 sour holdtown.nor t hfork.net OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 919 OF 2004 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON DECEMBER 28, 2004: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Joshua Y. Horton to execute an agreement with Network Adiusters~ Inc. to manage the Town's 2005 self-insurance program for all motor vehicle/no fault~ general liability and professional liability claims, said agreement subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk PATRICIA A. FINNEGAN TOIVN ATTORNEY patricia.finnegan~,town.southold.ny.us KIERAN M. CORCORAN ASSISTANT TOWN ATTORNEY kieran.corcoran@town.southold.ny.us LORI HULSE MONTEFUSCO ASSISTANT TOWN ATTORNEY ]ori.montefusco@town.southold.ny.us JOSHUA Y. HORTON Supervisor Town Hall Annex, 54375 Route 25 P.O. Box 1179 Southold, New York 11971-0959 Telephone (631) 765-1939 Facsimile (631) 765-6639 OFFICE OF THE TOWN ATTORNEY TOWN OF SOUTHOLD Februaw 3,2005 Mr. Mark J. Ahem, President Network Adjusters, Inc. 1055 Franklin Avenue P.O. Box 6008 Garden City, NY 11530 RE: 2005 Contract for Services Dear Mr. Ahern: I am enclosing an original, fully executed Contract for Services between the Town of Southold and Network Adjusters, Inc. for your records. We will retain an original executed contract in our file as well. We look forward to working with you. :;! K'~ran M. Corcoran 'k, zCssistant Town Attorney KMC/Ik Enclosure cc: Members of the Town Board (w/o encl.) Ms. Elizabeth Neville, Town Clerk (w/encl.) ~ Mr. John Cushman, Comptroller (w/encl.) CONTRACT FOR SERVICES Parties Town of Southold Adjusters Incorporated (hereinafter services listed on Schedule IV. (hereinafter "CLIENT") hereby retains Network "Network") to perform the TQrm This contract shall be in effect from 1 January 2005 to 31 December 2005 and shall remain in full force and effect unless amended or terminated. Attachments Attached hereto and made a part hereof are the following schedules: I Obligations of the Parties II Banking III Terms and Conditions IV Services and Fees V Definitions SCHEDULE I OBLIGATIONS, OF THE PARTIES A. Obligations of Network 1. with regard to Claims Administration, Network shall: a. review each claim and loss report submitted by CLIENT during the term of this contract. the b. conduct an investigation of each qualified claim or loss to the extent deemed necessary by Network. c. maintain a file for each qualified claim or loss which shall be available for review by the CLIENT. d. adjust, settle or resist all ~aalified claims or losses: 1) within the stated discretionary settlement authority limit. 2) with specific approval of the CLIENT, if outside the stated authority limit. e. perform necessary and customary administrative and clerical work in connection with each qualified claim or loss, including the preparation of checks or vouchers, releases, agreements and other documents needed to finalize a claim. f. establish and update claim reserves as needed. g. assist the CLIENT in establishing a banking arrangement for loss and expense payments. h. notify CLIENT, CLIENT'S agent or carriers, as designated by the CLIENT, Of all qualified claims or losses which may exceed the CLIENT'S retention and, if requested, provide information on the status of those claims or losses. i. coordinate investigations on litigated claims with attorneys representing the CLIENT and with representatives of the excess carrier, as required. It is expressly understood that all legal costs and loss payments will be charged to the CLIENT. j. have Network's internal management staff review large and unusual claims at no additional cost to the CLIENT. k. investigate and pursue subrogation possibilities on behalf of the CLIENT in all states permitting subrogation. Funds received from all subrogation collections shall be considered revenue of the CLIENT. 1. maintain an automated loss and information system, and provide the CLIENT with periodic reports. m. provide forms, as determined by Network, needed to administer the CLIENT's program. n. provide additional ad hoc information, analysis, reports and services on and time and expense basis. o. assist the CLIENT in selecting appropriate experts or specialists as the claims may require. p. provide personnel needed to perform the services agreed to herein. 2. Network shall assist the CLIENT in the filing of periodic reports and renewal applications required by state administrative agencies. All fees and assessments in connection with such are the obligation of the CLIENT. 3. With regard to Risk Management Consulting and Appraisals, Network shall provide the services set forth in Schedule IV. 4. Provide other services as set forth in Schedule IV. B. Obligations of CLIENT 1. CLIENT shall pay Network for services the fees set forth on Schedule IV. 2. CLIENT shall provide funds for the payment of qualified claims or losses and allocated loss expenses. Network shall not be re~ired to advance funds to pay losses, allocated loss expenses, or Dank charges. 3. Fees are payable upon receipt of invoice, Network reserves the right to charge 1% per month on balances unpaid after 30 days. SCHEDULE II BANKING Network shall assist CLIENT in establishing a banking system, if CLIENT so chooses, whereby payments can be made as mandated in Schedule I hereto. It is expressly understood that NETWORK shall not be required to advance its own funds to pay any of the CLIENT's obligations. SCHEDULE III TERMS AND CONDITIONS A. Discretionary Settlement Authority - The limit on any settlement payment by Network shall be as set forth in Schedule V. It is agreed that Network shall have full authority in all matters pertaining to the payment, processing, investigation and administration of qualified claims or losses within this limit. Failure of Network to settle a qualified claim or loss within such limit shall not subject Network to liability to any party in the event of an adverse judgment entered by any court of the settlement of such claim or loss for an amount in excess of such limit. B. Terms of Cancellation or Non-renewal - Either party shall have the right to cancel or renegotiate the contract after each contract period. If not renewed or extended pending negotiation, this contract shall terminate upon the expiration of the current term. In the event of cancellation or non-renewal of this contract, Network will not continue to manage pending claims. Should the CLIENT elect to have the files returned to them, Network will provide a tape or paper copy of the claim information. Upon delivery of this information to CLIENT, claim information will be deleted from the system. Any fees paid to Network on files returned to CLIENT shall be considered earned in full as of date the files are returned and Network shall not remit or return any portion of such fees. If the CLIENT fails to pay any amount billed, including but not limited to Network's service fee during the contract period, the service fee to continue handling claims past termination date or bank charges, within 30 days, Network shall have the right to terminate the contract by giving the CLIENT ten (10) days notice in writing. Network will then return all files to the CLIENT in an orderly manner. Costs for file transfer shall be the obligation of the CLIENT. If Network fails materially to perform its obligations under the contract, CLIENT shall have the right to seek to terminate the contract by giving Network twenty (20) days written notice of such failure. If such notice is given, Network shall have twenty (20) days in which to cure such failure. If Network does not cure such failure within that time period, CLIENT may terminate the contract. C. Sole Claims Administrator - During the terms of this Agreement and except as otherwise agreed to by the parties hereto, CLIENT agrees that Network shall be the sole claims administrator with respect to CLIENT's program and that all new claims under CLIENT's program shall be forwarded to Network. CLIENT further agrees not to self-administer or adjust any such claims or to forward any such claims to any other service organization or individual without Network's prior written consent. D. Practice of Law - Network will not perform any services which may constitute the unauthorized practice of law. E. Mutual Indemnification 1. Network agrees to defend, indemnify, protect, save and keep harmless CLIENT from any and all loss, cost, damage or exposure arising from the negligent acts or omissions of Network. 2. CLIENT agrees to defend, indemnify, protect, save and keep harmless Network from any and all loss, cost, damage or exposure arising from the negligent acts or omissions of CLIENT. 3. The foregoing indemnification provisions shall survive termination of this Agreement. F. Notices - Any notice required to be given under this contract shall be sent be certified mail to the following in the case of Network: Mr. Mark J. Ahern Network Adjusters Incorporated 1055 Franklin Avenue, PO Box 6008 Garden City NY 11530 and in the case of the CLIENT~ Patricia Finnegan, Town of Southold Town Hall Annex 54375 Route 25 P 0 Box 1179 Southold NY 11971 Town Attorney G. Successors/Affiliates - This contract shall be binding upon and shall inure to the benefit of all assigns, transferees and successors in interest of the parties. The services to be provided by Network hereunder may be provided in whole or in part of any affiliated entity of Network, at the sole discretion of Network. In such event, the terms of this agreement shall be binding upon and shall inure to the benefits of such affiliated entity. H. Modification - This contract represents the entire between the parties and may be modified only in writing. reserves the right to modify fees if: agreement Network 1. It is determined that the historical data upon which Network's fees and service charges developed were based upon erroneous, obsolete or insufficient information, or that a change in CLIENT'S business will materially change the nature and/or volume of its business or claims as contemplated at the inception of the Agreement. 2. During the term of the Agreement, legislative and/or regulatory requirements materially impact or change the scope of 5 Network's service or responsibilities. I. Confidentialit~ of Data - Ail data furnished by the CLIENT, or generated as a result of services performed under this agreement, and other information designated by the CLIENT in writing, shall be treated as confidential. Network reserves the right to use statistical information or other data, so long as the CLIENT's name and/or confidential data are adequately protected. J. Status - It is understood that Network is engaged to perform services under this contract as an independent contractor and not as an agent of the CLIENT. This contract shall be governed by the laws of the State of New York. K. Re~ortin~ - Network will not assume that other coverage (unknown to Network) exists for a qualified claim or loss, Network shall be responsible for reporting to carriers on a type of claim or loss not managed by Network. L. Property Catastrophe Charges - Any property loss involving multiple locations as a result of natural disasters from a covered peril will be billed at time and expense at Network's prevailing hourly rate. M. Fines and Penalties - Network shall not be responsible for any fines or penalties assessed by any governmental agency because of the acts or omissions of the CLIENT, or by previous or successor claim administrators. N. Solicitation of Employees - CLIENT agrees that, during the term of this Agreement and for a two-year period thereafter, CLIENT shall not, without the consent of Network, solicit to hire, or hire any employee of Network who, during the term of this Agreement, has performed, or contributed to the performance of services hereunder. CLIENT further acknowledges that the damages suffered by Network as a result of a breach of this obligation would be significant but not susceptible of easy calculation. Accordingly, in the event of a breach of the aforesaid obligation, CLIENT agrees to pay Network an amount equal to one hundred fifty percent {150%) of such employee's annualized salary amount at Network as of the date of breach. O. Risk Mana~.e~nt Consultin~ With respect management consulting services, including any form service provided by Network to CLIENT: to any risk of inspection 1. Such services shall be in the nature of advisory to the CLIENT only and shall not be construed as imposing upon Network any duty to implement any recommendation made by Network or to otherwise ensure that any premises, equipment or other subject matter of a Network consulting service is safe or free from hazards or defects; 2. Such services shall be solely for the benefit of CLIENT and shall not be construed as creating any duty to, or conferring any right to, any third party, including without limitation, any duty to warn any third party or the public at large; 3. The scope of such services may be subject to further limitations pursuant to the terms of written reports delivered to CLIENT and respecting such services; 4. CLIENT shall make no communication to any third party concerning the role or nature of Network's services without the prior consent of Network. P. Claim File Records - Network will retain claim files for 24 months following date of closure. Thereafter, files will be returned to the CLIENT or forwarded to such location as may be designated by the CLIENT for continued storage. Q. Su~.ro~mtion - To the extent Network is involved in pursuing recoveries against third parties or otherwise undertaking subro%'ation activities on behalf of CLIENT, Network is authorized to c¢llect, in the name of the CLIENT or in the name of Network, all, funds due as a result of such recovery or subrogation activities. Network shall not be required to establish any trust accounts for the benefit of CLIENT, but shall promptly and fully account for all funds so received. Schedule IV SERVICES AND FEES Network will invoice CLIENT for its time and expenses at a rate of $65 per hour. Schedule V DEFINITIONS CLAIM - Any report of an accident (first or third party) alleging or resulting in injury, damage or loss which could give rise to a demand for the payment of money. The claim charge is applicable on a per occurrence, per claimant, per line of coverage basis. DISCRETIONARY SETTLEMENT AUTHORITY - Network is authorized to make payment, for loss or expense, up to $1000.00, as Network deems necessary. QUALIFIED CLAIM or LOSS - Network will investigate and adjust any loss or claim occurring within the service term. ALLOCATED EXPENSES - Shall be the responsibility of the CLIENT and shall include, but not be limited to: legal fees; medical examinations; professional photographs; extraordinary travel made at CLIENT'S request; medical records; court reporters; expert rehabilitation costs; fees for process servers; accident reconstruction; pre and post judgement interest paid; architects, contractors; chemists; engineers; collection costs payable to third parties on subrogation; police, fire, coroner, weather, or other such reports; property damage appraisals; extraordinary costs for witness statements; surveillance; official documents and transcripts; sub rosa investigations; any other similar cost, fee or expense reasonably chargeable to the investigation, negotiation, settlement or defense of a claim or loss which must have the explicit prior approval of the CLIENT. Town~/ Southold Tftle: ~q~[3 Or Network Adjusters Incorporated Address:P O Box 1179 Address: Southold NY ~4-79 1055 Franklin Avenue Garden City, NY 11530 8