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THIRD PARTY ADMINISTRATOR AGREEMENT FOR RUN-OFFGB Client#:000149 Third Party Administrator Agreement for Run -Off This Third Party Administrator Agreement for Run -Off (this "Agreement") is made and entered into as of January 1, 2019 (the "Effective Date") by and between GALLAGHER BASSETT SERVICES, INC., a Delaware corporation ("GB"), and City of Clearwater, FL. ("CLIENT"). This Agreement will remain in effect until terminated in accordance with the terms below. 1. Services: Any report of injury or 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 is considered a claim. Subject to the provisions of this Agreement, GB shall handle those claim(s) previously reported to GB by CLIENT that have not been handled to completion prior to the Effective Date ("Qualified Claims"), in accordance with the current Service Instructions on file with GB. 2. Service Fees: Service fees shall be billed by GB to CLIENT in connection with the services provided for in this Agreement. Such service fees shall include, but not be limited to, those fees provided for in Exhibit A attached hereto, which is hereby expressly incorporated into this Agreement. Payment is due within thirty (30) days of CLIENT'S receipt of each invoice. If CLIENT fails to timely pay any sums due hereunder, GB may assess a late payment fee on the amount that is due and outstanding at a rate equal to the lesser of (i) 1% per month or (ii) the maximum rate permitted by law. 3. Banking-SIMMS. GB shall provide an on-line check data and banking arrangement through Citibank. The account will be funded by CLIENT and maintained with a cash management program. GB will assist CLIENT in establishing the imprest amount or escrow balance of the account by providing information based on paid loss history and similar factors. At no time will GB be required to provide any of its own funds for payment. If CLIENT fails to adequately fund as set forth above, GB may suspend banking upon notice to CLIENT (i.e., adjusters unable to issue new payments) or shut down the bank account entirely (i.e. no outstanding checks will clear) to prevent the balance from going below zero. GB reserves the right at any time to request CLIENT pre -fund any large payments that may deplete the imprest. In the event of cancellation or nonrenewal of this Agreement, CLIENT agrees to fund Citibank in an amount sufficient to fund all of CLIENT's outstanding obligations as they become due. Any bank charges resulting from inadequate funding including, but not limited to, interest, stop payment charges and overdraft fees shall be the obligations of CLIENT and shall be paid by CLIENT upon demand by GB, and CLIENT agrees to indemnify, defend, and protect GB from any fines, penalties or other charges incurred as a result thereof. 4. SCRIP Reporting and Settlement Allocations. MIR: means Mandatory Insurer Reporting under MMSEA. MMSEA: means Medicare, Medicaid, and SCRIP (State Children's Health Insurance Program) Extension Act of 2007 (P.L. 110-173). SCRIP: means State Children's Health Insurance Program. To the extent applicable, GB shall secure the services of a third party provider to assist CLIENT with its MIR obligations. GB shall have no obligation under this Agreement to perform any MIR on behalf of CLIENT. 5. Obligations Following Termination. 5.1. LIFE OF CLAIM [Qualified Claims shall be handled for the life of the claim, meaning that upon termination (except in the event of GB's termination due to Client's uncured breach), GB will continue to manage all pending Qualified Claims, and Qualified Claims incurred during the term of this Agreement but not reported prior to the date of termination to a conclusion. There will be no additional per claim service fees for existing Qualified Claims except if a particular claim changes category (i.e., a medical -only claim changes to an indemnity claim). New claims reported subsequent to the termination shall incur per claim service fees.] Page 1 of 5 LIFE OF PARTNERSHIP [Qualified Claims shall be handled for the life of the partnership/contract, meaning that upon termination or nonrenewal, GB will transfer all pending Qualified Claims to CLIENT or CLIENT's successor third party administrator for further administration. In the event CLIENT elects to have GB continue handling such Qualified Claims after termination/non-renewal, upon mutual agreement, GB shall continue to handle claims pursuant to a mutually agreeable service fee. 5.2. CLIENT shall be responsible for all charges for ongoing data management (RISX-FACS@), risxfacs.com users, administration, banking fees and monthly reports for as long as GB handles claims. 6. Escheat. Unless otherwise agreed and stated herein, the parties acknowledge that any and all escheat and unclaimed property obligations of any type or variety lie with CLIENT and not GB. 7. Confidentiality and Publicity. All terms of this Agreement and any personally identifiable information relative to Qualified Claims are and shall remain confidential and shall not be disclosed to any person or entity by any party hereto without the express written consent of the disclosing party. 8. Privacy. GB shall maintain a policy around informational security that includes, but is not limited to, written guidelines for: firewalls, encryption of critical data while in transit, copying or duplication of data, encryption of critical data while in storage, physical security, periodic risk assessment and security audits. Upon request and no more than annually, GB shall provide CLIENT with a copy of its most recent audited statement of internal control over financial reporting. 9. Records Retention. GB will retain claim files for 10 years following date of closure of the Claim unless otherwise required by law. Thereafter, it will be the CLIENT's responsibility for continued file storage. Electronic files will be held until termination. Upon termination, GB will provide an electronic, tape or paper copy of claim information in RISX-FACS® at GB's prevailing rate on the date of termination. Upon delivery of this information to CLIENT, claim information may be deleted from GB's systems. 10. Term. The initial term of this agreement shall be one year, starting January 1, 2019 and expire January 1, 2020. Thereafter, the Agreement shall automatically renew for three successive one year terms unless either party seeks to terminate this Agreement pursuant to Section 11 below. 11. Termination. This Agreement may be terminated: 11.1. for convenience by either party on sixty (60) days prior written notice to the other party; 11.2. in the event that one party is in default (the "Defaulting Party") under the terms of this Agreement, by the other party (the "Non -Defaulting Party"), provided the Non -Defaulting Party has given written notice of such default to the Defaulting Party and the Defaulting Party has not cured such default within twenty (20) days following receipt of such notice; or 11.3. After receipt of payment of all fees due, GB will then return all files to CLIENT in an orderly manner. Any costs associated with the transfer of files shall be the obligation of the CLIENT. 12. Sole Claims Administrator. During the terms of this Agreement and except as otherwise agreed to by the parties hereto, CLIENT agrees that GB shall be its sole claims administrator with respect to Qualified Claims. CLIENT further agrees not to self-administer or adjust any such Qualified Claims or to forward any such Qualified Claims to any other third party administrator or individual without GB's prior written consent. Notwithstanding the foregoing, CLIENT reserves the right to assume the control and handling of any Qualified Claim at any time and GB agrees to promptly deliver any Claim file and related Claim Information to the Insurer which it may request. 13. GB Indemnification and Limitation of Liability. GB agrees to defend, indemnify, protect, save and keep harmless CLIENT from any and all third party losses, costs, damages or exposure arising from (i) the breach of any representation, warranty or other covenant made by GB hereunder and (ii) GB's gross negligence or intentional misconduct in connection with its performance of services hereunder. CLIENT AGREES THAT THE MAXIMUM Page 2 of 5 LIABILITY OF GB WITH RESPECT TO ANY CLAIMS OR CAUSES OF ACTION (WHETHER IN TORT, CONTRACT OR STATUTE) IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT AND/OR ANY WORK, SERVICES, ACTS, ERRORS OR OMISSIONS OF GB, SHALL IN NO EVENT EXCEED (I) $250,000 WITH RESPECT TO ALL CLAIMS RELATING TO A SINGLE QUALIFIED CLAIM, AND (II) A TOTAL OF $1,000,000 WITH RESPECT TO THE SUM OF ALL CLAIMS RELATING TO EACH CONSECUTIVE TWELVE MONTH PERIOD BEGINNING FROM THE EFFECTIVE DATE OF THIS AGREEMENT. CLIENT AGREES THAT GB WILL HAVE NO LIABILITY FOR ANY PUNITIVE OR EXEMPLARY DAMAGES OR FOR ANY CONSEQUENTIAL DAMAGES, SUCH AS LOST PROFITS. NO CLAIM OR CAUSE OF ACTION, REGARDLESS OF FORM (I.E., TORT, CONTRACT, STATUTORY OR OTHERWISE), ARISING OUT OF, RELATING TO OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR ANY SERVICES PROVIDED HEREUNDER MAY BE BROUGHT BY CLIENT ANY LATER THAN THE FIRST TO OCCUR OF (A) TWO (2) YEARS AFTER THE ACCRUAL OF SUCH CLAIM OR CAUSE OF ACTION, OR (B) ONE (1) YEAR AFTER CLIENT BECOMES AWARE OF THE ALLEGED ACT, ERROR OR OMISSION UPON WHICH SUCH CLAIM OR CAUSE OF ACTION IS BASED. CLIENT agrees that GB shall have no liability for any claims or causes of action based on acts, errors or omissions of any counsel, any vendors or any third parties selected or chosen by CLIENT. 14. Non -Solicitation. CLIENT agrees that, during the term of this Agreement (and any renewals thereof) and for two (2) years after the latter to occur of (i) the effective date of termination of this Agreement or (ii) GB ceasing to perform services for CLIENT, CLIENT shall not, directly or indirectly, without the written consent of GB, solicit to hire or hire on behalf of itself or others, any employee of GB who, during the term of this Agreement, performed or contributed to the performance of the services. CLIENT further acknowledges that the damages suffered by GB as a result of a breach of this obligation would be significant but not susceptible to easy calculation. Accordingly, in the event of a breach of the aforesaid obligation, CLIENT agrees to pay GB an amount equal to one hundred fifty percent (150%) of such employee's annualized salary amount at GB as of the date of such breach. 15. CLIENT Indemnity. CLIENT agrees to defend, indemnify, protect, save and keep harmless GB from any and all third party losses, costs, damages or exposure arising from (i) the breach of any representation, warranty or covenant made by CLIENT hereunder, and (ii) CLIENT's gross negligence or intentional misconduct, including but not limited to the timely and accurate remittance to GB of any information in CLIENT's possession required for MIR. 16. Notice. All notices, requests and other communications concerning this Agreement from either party to the other shall be in writing and delivered either personally or by certified mail, return receipt request or by overnight mail. 17. Governing Law. This Agreement shall be governed by the laws of the State of Florida without regard to conflict of law rules. 18. Counterparts. This Agreement may be executed in counterparts (including by facsimile), all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other party. 19. Severability. If any portion of this Agreement is determined to be illegal or unenforceable under the law, then the portion shall be stricken from the Agreement without effect to the remainder of the Agreement. 20. Waiver. Waiver of any provision herein shall not be deemed a waiver of any other provision herein, nor shall waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement. Page 3 of 5 IN WITNESS WHEREOF, the parties have executed this Agreement by their authorized representatives as of the Effective Date. Gallagher Bassett Services, Inc. By Name: Liz Staruck Title: General Counsel Countersigned: Ote/Oftc1cr 4 George N. Cretekos Mayor Approved as to form: By: Attest: CITY OF CLEARWATER, FLORIDA William B. Horne 1i City Manager Assistant City Attorney Page 4 of 5 EXHIBIT A Page 5 of 5 CITY OF CLEARWATER, FL. GALLAGHER 01/01/2019-01/01/2020 BASSETT CSE Gun3C. QAC: BErC' D FEE PER CLAIM - LIFE OF PARTNERSHIP Est. Claim Per Claim Projected Frequency Fee Service Fee Workers' Compensation WC Indemnity (FL, NY, OH, TX) 9 $175 $1,575 Total Workers' Compensation Fee Per Claim 9 $1,575 ADMINISTRATIVE SERVICES Quantity Rate Estimated Annual Fee Administrative Services Administration / Data Management $359 Total Administrative Services $359 TOTAL $1,934 Run-off Contract Administrative Services include: 9 Open WCl Claims @ $175 per claim : $1,575 Simms Banking $359 Cost and Terms 16895.1 20181105150010 0001490012501 F Page 1