HomeMy WebLinkAboutSTOP Claims Corp. MC Contract #2 J-e 1.6
Professional Services Agreement
STOP Claims Corp. (SCC)
and
Mason County
STOP Claims Corp. (SCC), hereinafter called Contractor,and Mason County, hereinafter called County,
agrees as set forth in this Agreement, including:General Conditions; Exhibit A(Scope of Work); Exhibit B
(Compensation); Exhibit C(Proof of Insurance)copies of which are attached hereto and incorporated
herein by this reference as fully as if set forth herein.
The term of this Agreement shall commence on the 11th day of February, 2020, and continue until either
party terminates by giving 30 days notice in writing either personally delivered or mailed postage
prepaid by certified mail, return receipt requested,to the party's last known address for the purposes of
giving notice under this paragraph.
Scope of Services:
The Contractor agrees to provide to the County services and any materials as set forth in the project
narrative identified as Exhibit"A",during the agreement period. No material, labor,or facilities will be
furnished by the County, unless otherwise provided for in the Agreement.
Accounting and Payment for Contractor Services:
Payment to the Contractor for services rendered under this Agreement shall be as set forth in Exhibit
"B." Where Exhibit"B" requires payments by the County, payment shall be based upon billings,
supported unless otherwise provided in Exhibit"B," by documentation of units of work actually
performed and amounts earned, including,where appropriate,the actual number of days worked each
month,total number of hours for the month,and the total dollar payment requested. Unless specifically
stated in Exhibit"B"or approved in writing in advance by the Mason County Board of Commissioners,
the County will not reimburse the Contractor for any costs or expenses incurred by the Contractor in the
performance of this contract.
Where required,the County shall, upon receipt of appropriate documentation, compensate the
Contractor, no more often than monthly, in accordance with the County's voucher system,for the
Contractor's service pursuant to the fee schedule set forth in Exhibit "B."
Assignment of Subcontracting:
No portion of this contract may be assigned or subcontracted to any other individual, firm or entity
without the express and prior written approval of the County.
Independent Contractor:
The Contractor's services shall be furnished by the Contractor as an independent contractor, and
nothing herein contained shall be construed to create a relationship of employer-employee or master-
servant, but all payments made hereunder and all services performed shall be made and performed
pursuant to this Agreement by the Contractor as an independent contractor.
The Contractor acknowledges that the entire compensation for this Agreement is specified in Exhibit"B"
and the Contractor is not entitled to any benefits including, but not limited to:vacation pay,holiday pay,
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sick leave pay, medical, dental, or other insurance benefits,or any other rights or privileges afforded to
Mason County employees.
Contractor will defend, indemnify and hold harmless the County, its officers,agents or employees from
any loss or expense,including, but not limited to, settlements,judgments, setoffs,attorneys'fees or
costs incurred by reason of claims or demands because of breach of the provisions of this paragraph.
Certificate of insurance shall be primary. Any insurance or self-insurance maintained by the County, its
officers,officials,employees or volunteers shall be excess of Contractor's insurance and shall not
contribute to it.
No Guarantee of Employment:
The performance of all or part of this contract by the Contractor shall not operate to vest any
employment rights whatsoever and shall not be deemed to guarantee any employment of the
Contractor or any employee of the Contractor or any subcontractor or any employee of any
subcontractor by the County at the present time or in the future.
Insurance:
The Contractor shall obtain and keep in force,from the execution date of the Contract until the date of
acceptance,Commercial General Liability Insurance written under ISO Form CG 0001 or its equivalent
with minimum limits of$1,000,000 per occurrence and in the aggregate for each one year policy period.
The Contractor shall name Mason County, its officers,officials and employees as additional insured.
Contractors insurance shall be primary and noncontributory.
Taxes:
The Contractor understands and acknowledges that the County will not withhold Federal or State
income taxes. Where required by State or Federal law,the Contractor authorizes the County to
withhold for any taxes other than income taxes(i.e., Medicare). All compensation received by the
Contractor will be reported to the Internal Revenue Service at the end of the calendar year in
accordance with the applicable IRS regulations. It is the responsibility of the Contractor to make the
necessary estimated tax payments throughout the year, if any,and the Contractor is solely liable for any
tax obligation arising from the Contractor's performance of this Agreement. The Contractor hereby
agrees to indemnify the County against any demand to pay taxes arising from the Contractor's failure to
pay taxes on compensation earned pursuant to this Agreement.
The County will pay sales and use taxes imposed on goods or services acquired hereunder as required by
law. The Contractor must pay all other taxes, including, but not limited to, Business and Occupation Tax,
taxes based on the Contractor's gross or net income,or personal property to which the County does not
hold title. The County is exempt from Federal Excise Tax.
Regulations and Requirement:
This agreement shall be subject to all laws, rules and regulations of the United States of America, and
State of Washington, and political subdivisions of the State of Washington and to any other provisions
set forth herein or in the attached exhibits.
Right to Review:
This contract is subject to review by any Federal,State or County auditor. The County or its designee
shall have the right to review and monitor the financial and service components of this program by
whatever means are deemed expedient by the Administrative Officer or by the County Auditor's Office.
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Such review may occur with or without notice and may include, but is not limited to, on-site inspection
by County agents or employees, inspection of all records or other materials which the County deems
pertinent to the Agreement and its performance,and any and all communications with or evaluations by
service recipients under this Agreement. The Contractor shall preserve and maintain all financial
records and records relating to the performance of work under this Agreement for three (3)years after
contract termination,and shall make them available for such review,within Mason County,State of
Washington, upon request.
Modifications:
Either party may request changes in the Agreement. Any and all agreed modifications,to be valid and
binding upon either party,shall be in writing and signed by both of the parties.
Termination for Default:
If the Contractor defaults by failing to perform any of the obligations of the contract or becomes
insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an
assignment for the benefit of creditors,the County may, by depositing written notice to the Contractor
in the U.S. mail, first class postage prepaid,terminate the contract,and at the County's option, obtain
performance of the work elsewhere. If the contract is terminated for default,the Contractor shall not
be entitled to receive any further payments under the contract until all work called for has been fully
performed. Any extra cost or damage to the County resulting from such default(s)shall be deducted
from any money due or coming due to the Contractor. The Contractor shall bear any extra expenses
incurred by the County in completing the work, including all increased costs for completing the work,
and all damage sustained,or which may be sustained by the County by reason of such default.
If a notice of termination for default has been issued and it is later determined for any reason that the
Contractor was not in default,the rights and obligations of the parties shall be the same as if the notice
of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof.
Termination for Public Convenience:
The County may terminate the Agreement in whole or in part whenever the County determines, in its
sole discretion that such termination is in the interests of the County. Whenever the contract is
terminated in accordance with this paragraph,the Contractor shall be entitled to payment for actual
work performed at unit contract prices for completed items of work. An equitable adjustment in the
contract price for partially completed items of work will be made, but such adjustment shall not include
provision for loss of anticipated profit on deleted or uncompleted work. Termination of this Agreement
by the County at any time during the term,whether for default or convenience,shall not constitute
breach of contract by the County.
Defense& Indemnity Agreement:
The Contractor agrees to defend, indemnify and save harmless the County, its appointed and elective
officers and employees, from and against all loss or expense, including,but not limited to,judgments,
settlements,attorneys'fees and costs by reason of any and all claims and demands upon the County, its
elected or appointed officials or employees for damages because of personal or bodily injury,including
death at any time resulting therefrom,sustained by any person or persons and on account of damage to
property, including loss of use thereof,whether such injury to persons or damage to property is due to
the negligence of the Contractor,its subcontractors, its successor or assigns,or its agents,servants, or
employees,the County,its appointed or elected officers, employees or their agents,except only such
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injury or damage as shall have been occasioned by the sole negligence of the County or its appointed or
elected officials or employees.
It is further provided that no liability shall attach to the County by reason of entering into this contract,
except as expressly provided herein. Contractor's insurance shall be primary and noncontributory.Any
insurance or self-insurance maintained by the County,its officers,officials,employees or volunteers
shall be excess of Contractor's insurance and shall not contribute to it.
Contractor's initials acknowledging indemnity terms:
Survival of Indemnity Obligations:
The parties agree all indemnity obligations shall survive the completion,expiration or termination of this
Agreement.
Participation by County—No Waiver:
The County reserves the right, but not obligation,to participate in the defense of any claim,damages,
losses or expenses and such participation shall not constitute a waiver of Contractor's indemnity
obligations under this Agreement.
Indemnity by Subcontractors:
In the event the Contractor enters into subcontracts to the extent allowed under this Agreement,the
Contractor's subcontractors shall indemnify the County on a basis equal to or exceeding Contractor's
indemnity obligations to the County.
Industrial Insurance Waiver:
With respect to the performance of this agreement and as to claims against the County,its officers,
agents and employees,the Contractor expressly waives its immunity under Title 51 of the Revised Code
of Washington,the Industrial Insurance Act,for injuries to its employees and agrees that the obligations
to indemnify,defend and hold harmless provided in this agreement extend to any claim brought by or
on behalf of any employee of the Contractor. This waiver is mutually negotiated by the parties to this
agreement.
Venue and Choice of Law:
In the event that any litigation should arise concerning the construction or interpretation of any of the
terms of this Agreement,the venue of such action of litigation shall be in the courts of the State of
Washington in and for the County of Mason. This Agreement shall be governed by the laws of the State
of Washington.
Withholding Payment:
In the event the Contractor has failed to perform any obligation under this Agreement within the times
set forth in this Agreement,then the County may,upon written notice,withhold all monies due and
payable to Contractor,without penalty, until such failure to perform is cured or otherwise adjudicated.
Future of Non-Allocation of Funds:
If sufficient funds are not appropriated or allocated for payment under this contract for any future fiscal
period,the County will not be obligated to make payments for services or amounts incurred after the
end of the current fiscal period. No penalty or expense shall accrue to the county in the event this
provision applies.
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Contractor Commitments, Warranties and Representations:
Any written commitment received from the Contractor concerning this Agreement shall be binding upon
the Contractor, unless otherwise specifically provided herein with reference to this paragraph. Failure
of the Contractor to fulfill such a commitment shall render the Contractor liable for damages to the
County. A commitment includes, but is not limited to any representation made prior to execution of this
Agreement,whether or not incorporated elsewhere herein by reference, as to performance of services
or equipment, prices or options for future acquisition to remain in effect for a fixed period,or
warranties.
Patent/Copyright Infringement:
Contractor will defend and indemnify the County from any claimed action, cause or demand brought
against the County;to the extent such action is based on the claim that information supplied by the
Contractor infringes any patent or copyright. The Contractor will pay those costs and damages
attributable to any such claims that are finally awarded against the County in any action. Such defense
and payments are conditioned upon the following:
a. Contractor shall be notified promptly in writing by County of any notice of such claim.
b. Contractor shall have the right, hereunder,at its option and expense, to obtain for the
County the right to continue using the information, in the event such claim of infringement
is made, provided no reduction in performance or loss results to the County.
Disputes:
a. General
Differences between the Contractor and the County,arising under and by virtue of the
Contract Documents,shall be brought to the attention of the County at the earliest possible
time in order that such matters may be settled or other appropriate action promptly taken.
Except for such objections as are made of record in the manner hereinafter specified and
within the time limits stated,the records,orders, rulings, instructions, and decisions of the
Mason County Commissioners shall be final and conclusive.
b. Notice of Potential Claims
The Contractor shall not be entitled to additional compensation which otherwise may be
payable,or to extension of time for(1)any act or failure to act by the County, or(2)the
happening of any event or occurrence, unless the Contractor has given the County a written
Notice of Potential Claim within ten(10)days of the commencement of the act,failure, or
event giving rise to the claim,and before final payment by the County. The written Notice
of Potential Claim shall set forth the reasons for which the Contractor believes additional
compensation or extension of time is due,the nature of the cost involved,and insofar as
possible,the amount of the potential claim. Contractor shall keep full and complete daily
records of the work performed, labor and material used,and all costs and additional time
claimed to be additional.
c. Detailed Claim
The Contractor shall not be entitled to claim any such additional compensation,or extension
of time, unless within thirty(30)days of the completion of the portion of the work from
which the claim arose, and before final payment by the County,the Contractor has given the
County a detailed written statement of each element of cost or other compensation
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requested and of all elements of additional time required,and copies of any supporting
documents evidencing the amount or the extension of time claimed to be due.
Ownership of Items Produced:
All writings, programs, data, public records or other materials prepared by the Contractor and/or hits
consultants or subcontractors, in connection with performance of this Agreement shall be the sole and
absolute property of the County.
Confidentiality:
The Contractor, its employees, subcontractors, and their employees shall maintain the confidentiality of
all information provided by the County or acquired by the Contractor in performance of this Agreement,
except upon the prior written consent of the Mason County Prosecuting Attorney or an order entered
by a court after having acquired jurisdiction over the county. Contractor shall immediately give to the
County notice of any judicial proceedings seeking disclosure of such information. Contractor shall
indemnify and hold harmless the County, its officials,agents or employees from all loss or expense,
including, but not limited to settlements,judgments,setoffs, attorneys'fees and costs resulting from
Contractor's breach of this provision.
Notice:
Except as set forth elsewhere in the Agreement,for all purposes under this Agreement except service of
process,notice shall be given by the Contractor to the Support Services department for whom services
are rendered, and to the Mason County Commissioners, 411 N 5th Street,Shelton,WA 98584. Notice to
the Contractor for all purposes under this Agreement shall be given to the address reflected on the
signature page. Notice may be given by delivery or by depositing in the US Mail,first class, postage
prepaid.
Severability:
If any term or condition of this contract or the application thereof to any person(s)or circumstances is
held invalid, such invalidity shall not affect other terms, conditions or applications which can be given
effect without the invalid term,condition or application. To this end,the terms and conditions of this
contract are declared severable.
Waiver:
Waiver of any breach or condition of this contract shall not be deemed a waiver of any prior or
subsequent breach. No term or condition of this contract shall be held to be waived, modified or
deleted except by an instrument,in writing, signed by the parties hereto.
Survival:
The provisions of this contract, shall survive, notwithstanding the termination or invalidity of this
Agreement for any reason.
Entire Agreement:
This written contract represents the entire Agreement between the parties and supersedes any prior
oral statements, discussions or understandings between the parties.
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215 /2621)
Date
STOP Claims Corp.
4202 Hoyt Ave Suite B
Everett,WA 98503
Ph(425)238-0106
Fax(425)954-8960
1211 e 'II--
Authorized Signature
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Print,;2/0 bov_JD //1 /02-0.2-c7.
Date Date
A ST: BOARD OF COUNTY COMMISSIONERS
MASON COUNTY,WASHINGTON
Meli a ry,Clerk oft e Board 4PPrr
Kevin Shutty, - Cows~.k5S i dhe.r
APPROVED AS TO FORM:
Rai y Neatherlin,Co issioner
Tim Whitehead,Chie
Sharon Trask,
Char
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EXHIBIT"A"
SCOPE OF WORK
Stop Claims Corp provides an aggressive approach for all workers'compensation claims on behalf of the
employer.We review every claim decision through the course of a claim,contain costs,and reduce
overall premiums paid to L& I Industrial Insurance and remove the administrative burden.This includes
but is not limited to the following:
I.Stop Claims unique strategy employs a combination of medical and legal case management,to
advocate, manage and mitigate worker's compensation claims;
II.Stop Claims will represent Mason County on all worker's compensation claims, including submissions
of petitions, protests, and appeals with the Washington Department of Labor Industries(LNI)and Board
of Industrial Insurance Appeals(BIIA).We provide our designated legal counsel for all hearings;
Ill. Establish light or modified job options where applicable and any Stay-At-Work reimbursements.Stop
Claims would facilitate early return to work solutions;
IV. Negotiate vocational services being included within a claim, including but not limited to on site job
analysis,ability to work assessments and retraining plan options to reduce impact to Mason County's
experience rating;
V. Negotiate all open reserves currently affecting Mason County and any future case settings,to reduce
impact to experience rating;
VI. Negotiate permanent partial disability ratings and payments, structured settlements and/or pensions
to reduce impact to experience rating;
VII. Facilitate all communication to L&I by communicating with all parties as appropriate; including
receiving all claims mail electronically. Mason County would still have access to all claims data on the L&I
website;
VIII.Assist with Washington Industrial Insurance internal audits,and reclassifications;
IX. Provide certified VRC,on-site job analysis and job descriptions on all positions and for its'workers.
This will assist in streamlining the process for early return to the job of injury. Includes all
documentation required for injured worker,their physicians,and the MI claims manager,and follow up;
X.Secure third- party professional services when necessary for expert peer review, expert testimony for
BIIA appeals.
Xl.Stop Claims is a Washington state licensed private investigations agency. (License#4219)We
routinely conduct fraud investigations and surveillance when there is suspicions of abuse and fraud;
XII.Stop Claims safety services include accident prevention, policy development,code interpretations,
site visits,audits,safety inspections,accident investigations,safety training;
XIII. Provide status reports for Mason County on a monthly,quarterly, and annual basis.
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EXHIBIT"A"
SCOPE OF WORK CONTINUED
SCC will assist Mason County in the enrollment of Individual Retrospective Refund and/ or
Group Filing:
I, Employers must adopt a Safety Policy and require training of its employees.
II. Employer must have good claim performance and low experience rating, so premium
impact and risk of assessment is minimal.
III. Employer must have premiums within six figures; however, with the 2014 rule changes
the risk is too high for employers under premiums of$300k annually.
IV. Employers are required to enroll for a 12-month period.
V. An employer may enroll as an individual employer in Retro at the beginning of any
quarter.
VI. Employers will receive refunds and/ or assessments directly from L&I Industrial
Insurance.
VII. Employer has full transparency on actual loss run, refunds, and assessments.
VIII. Employers with negative claim performance, results in an assessment payable to L&I
Industrial Insurance and an increase to experience rate and premiums.
9I
EXHIBIT"B"
COMPENSATION
SCC will provide comprehensive claim management services along with the following services for an all-
inclusive amount of$5,650 per month flat fee.
• Early Return to Work Program;
• On-site Job Analysis;
• Stay at Work Reimbursements;
• Preferred Work Applications;
• BIIA Appeals—Representation with Legal Counsel;
• Mediations;
• Hearings;
• Third Party Expert Witnesses;
• Investigations;
• Safety Services,
The total contract amount shall not exceed$67,800 annually.
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EXHIBIT"C"
PROOF OF INSURANCE
The Contractor shall provide proof of insurance for Commercial General Liability in the amount
of$1,000,000.00 to cover Contractor's activities during the term of this Contract. Contractor's
insurance coverage shall be primary. Any insurance proceeds in excess of the limits and
coverage required in this agreement and which is applicable to a given loss will be available to
the County. Proof of insurance shall be in a form acceptable and approved by the County.
Insurance is a condition of Payment. Payments due to the Contractor under this Agreement are
expressly conditioned upon the Contractor's strict compliance with all insurance requirements
under this Agreement. Payment to the Contractor shall be suspended in the event of non-
compliance. Upon receipt of evidence of full compliance, payments not otherwise subject to
withholding or set- off will be released to the Contractor.
The type of insurance required by this Agreement is marked below.
1) Commercial General Liability Insurance
Certificate Holder—Mason County
The Certificate must name the County as additional insured:
Mason County, its elected officials, officers and
employees are named as additional insured.
Thirty( 30) days written notice to the County of cancellation
of the insurance policy.
X 2) Professional Liability
Certificate Holder—Mason County
Thirty( 30) days written notice to the County of cancellation
of the insurance policy.
Any policy inception date, continuity date, or retroactive date must be before the effective date
of this agreement and Contractor agrees to maintain continuous coverage through a period no
less than three years after completion of the services required by this agreement.
NOTE: No contract shall form until and unless a copy of the Certificate of Insurance, properly
completed and in the amount required, is attached hereto.
❑ 3) Insurance is waived
Date:
Risk Manager Signature:
it I