HomeMy WebLinkAboutContractAGREEMENT FOR VEHICLE DAMAGE RECOVERY COLLECTION
THIS AGREEMENT, dated for reference purposes only as April 8, 2025, is by and between the City
of Renton (the "City"), a Washington municipal corporation, and Alternative Claims
Management, LLC ("Consultant"), a Texas limited liability company. The City and the Consultant
are referred to collectively in this Agreement as the "Parties." Once fully executed by the Parties,
this Agreement is effective as of the last date signed by both parties.
1.Scope of Work: Consultant agrees to provide vehicle damage recovery collection services
as specified in Exhibit A, which is attached and incorporated herein and may hereinafter
be referred to as the "Work."
2.Term of Agreement: Consultant shall commence performance of the Agreement
pursuant to the schedule(s) set forth in Exhibit A. If not extended by mutual agreement
of the Parties, this Agreement will terminate on December 31, 2027.
3.Compensation:
A.Amount. Any compensation due to the Consultant will be deducted on a percentage
or other fee basis as set forth in Exhibit B solely from amounts actually collected by
the Consultant and no other fees, costs, expenses, subscription charges, or other
compensation will be due from the City of Renton. Total compensation to Consultant
for Work provided pursuant to this Agreement shall not exceed $100,000.00, plus any
applicable state and local sales taxes. The recovery percentages in Exhibit B and the
total compensation set forth in this subsection are fixed unless otherwise agreed to
in writing. Except as specifically provided herein, the Consultant shall be solely
responsible for payment of any taxes imposed as a result of the performance and
payment of this Agreement.
B.Method of Payment. Consultant shall deduct the recovery percentage owed pursuant
to Exhibit B from the amount delivered to the City accompanied by a detailed
accounting of the value of the claim, the amount recovered from the at-fault party,
and the amount deducted by Consultant for payment under this Agreement. Payment
of the total compensation set forth in subsection 3.A shall be made only by
Consultant's deduction of its recovery percentage, the City shall not be required to
remit payment by another method. Consultant shall remit the City's portion of the
recovered amounts twice monthly.
CAG-25-118
C.Effect of Payment. Payment for any part of the Work shall not constitute a waiver by
the City of any remedies it may have against the Consultant for failure of the
Consultant to perform the Work or for any breach of this Agreement by the
Consultant.
D.Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fiscal period, the City shall not be
obligated to make payments for Work or amounts incurred after the end of the
current fiscal period, and this Agreement will terminate upon the completion of all
remaining Work for which funds are allocated. No penalty or expense shall accrue to
the City in the event this provision applies.
4.Termination:
A.The City reserves the right to terminate this Agreement at any time, with or without
cause by giving ten {10) calendar days' notice to the Consultant in writing. In the event
of such termination or suspension, all finished or unfinished documents, data, studies,
worksheets, models and reports, or other material prepared by the Consultant
pursuant to this Agreement shall be submitted to the City, if any are required as part
of the Work.
B.In the event this Agreement is terminated by the City, the Consultant shall be entitled
to its recovery percentage for the value of all sums actually recovered and delivered
to the City to the effective date of termination. If the Agreement is terminated by the
City after partial performance of Work for which the agreed compensation is a fixed
fee, the City shall pay the Consultant an equitable share of the fixed fee. This provision
shall not prevent the City from seeking any legal remedies it may have for the violation
or nonperformance of any of the provisions of this Agreement and such charges due
to the City shall be deducted from the final payment due the Consultant. No payment
shall be made by the City for any expenses incurred or work done following the
effective date of termination unless authorized in advance in writing by the City.
5.Warranties And Right To Use Work Product: Consultant represents and warrants that
Consultant will perform all Work identified in this Agreement in a professional and
workmanlike manner and in accordance with all reasonable and professional standards
and laws. Compliance with professional standards includes, as applicable, performing the
Work in compliance with applicable City standards or guidelines (e.g. design criteria and
Standard Plans for Road, Bridge and Municipal Construction). Professional engineers shall
certify engineering plans, specifications, plats, and reports, as applicable, pursuant to
RCW 18.43.070. Consultant further represents and warrants that all final work product
created for and delivered to the City pursuant to this Agreement shall be the original work
of the Consultant and free from any intellectual property encumbrance which would
restrict the City from using the work product. Consultant grants to the City a non-
PAGE20F 14
exclusive, perpetual right and license to use, reproduce, distribute, adapt, modify, and
display all final work product produced pursuant to this Agreement. The City's or other's
adaptation, modification or use of the final work products other than for the purposes of
this Agreement shall be without liability to the Consultant. The provisions of this section
shall survive the expiration or termination of this Agreement.
6.Record Maintenance: The Consultant shall maintain accounts and records, which
properly reflect all direct and indirect costs expended and Work provided in the
performance of this Agreement and retain such records for as long as may be required by
applicable Washington State records retention laws, but in any event no less than six
years after the termination of this Agreement. The Consultant agrees to provide access
to and copies of any records related to this Agreement as required by the City to audit
expenditures and charges and/or to comply with the Washington State Public Records Act
(Chapter 42.56 RCW). The provisions of this section shall survive the expiration or
termination of this Agreement.
7.Public Records Compliance: To the full extent the City determines necessary to comply
with the Washington State Public Records Act, Consultant shall make a due diligent search
of all records in its possession or control relating to this Agreement and the Work,
including, but not limited to, e-mail, correspondence, notes, saved telephone messages,
recordings, photos, or drawings and provide them to the City for production. In the event
Consultant believes said records need to be protected from disclosure, it may, at
Consultant's own expense, seek judicial protection. Consultant shall indemnify, defend,
and hold harmless the City for all costs, including attorneys' fees, attendant to any claim
or litigation related to a Public Records Act request for which Consultant has responsive
records and for which Consultant has withheld records or information contained therein,
or not provided them to the City in a timely manner. Consultant shall produce for
distribution any and all records responsive to the Public Records Act request in a timely
manner, unless those records are protected by court order. The provisions of this section
shall survive the expiration or termination of this Agreement.
8.Independent Contractor Relationship:
A.The Consultant is retained by the City only for the purposes and to the extent set forth
in this Agreement. The nature of the relationship between the Consultant and the City
during the period of the Work shall be that of an independent contractor, not
employee. The Consultant, not the City, shall have the power to control and direct the
details, manner or means of Work. Specifically, but not by means of limitation, the
Consultant shall have no obligation to work any particular hours or particular
schedule, unless otherwise indicated in the Scope of Work or where scheduling of
attendance or performance is mutually arranged due to the nature of the Work.
Consultant shall retain the right to designate the means of performing the Work
covered by this agreement, and the Consultant shall be entitled to employ other
PAGE30F 14
workers at such compensation and such other conditions as it may deem proper,
provided, however, that any contract so made by the Consultant is to be paid by it
alone, and that employing such workers, it is acting individually and not as an agent
for the City.
B.The City shall not be responsible for withholding or otherwise deducting federal
income tax or Social Security or contributing to the State Industrial Insurance
Program, or otherwise assuming the duties of an employer with respect to Consultant
or any employee of the Consultant.
C.If the Consultant is a sole proprietorship or if this Agreement is with an individual, the
Consultant agrees to notify the City and complete any required form if the Consultant
retired under a State of Washington retirement system and agrees to indemnify any
losses the City may sustain through the Consultant's failure to do so.
9.Hold Harmless: The Consultant agrees to release, indemnify, defend, and hold harmless
the City, elected officials, employees, officers, representatives, and volunteers from any
and all claims, demands, actions, suits, causes of action, arbitrations, mediations,
proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees,
penalties, expenses, attorney's or attorneys' fees, costs, and/or litigation expenses to or
by any and all persons or entities, arising from, resulting from, or related to the negligent
acts, errors or omissions of the Consultant in its performance of this Agreement or a
breach of this Agreement by Consultant, except for that portion of the claims caused by
the City's sole negligence.
Should a court of competent jurisdiction determine that this agreement is subject to RCW
4.24.115, (Validity of agreement to indemnify against liability for negligence relative to
construction, alteration, improvement, etc., of structure or improvement attached to real
estate ... ) then, in the event of liability for damages arising out of bodily injury to persons
or damages to property caused by or resulting from the concurrent negligence of the
Consultant and the City, its officers, officials, employees and volunteers, Consultant's
liability shall be only to the extent of Consultant's negligence.
It is further specifically and expressly understood that the indemnification provided in
this Agreement constitute Consultant's waiver of immunity under the Industrial
Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties
have mutually negotiated and agreed to this waiver. The provisions of this section shall
survive the expiration or termination of this Agreement.
10.Gifts and Conflicts: The City's Code of Ethics and Washington State law prohibit City
employees from soliciting, accepting, or receiving any gift, gratuity or favor from any
person, firm or corporation involved in a contract or transaction. To ensure compliance
PAGE40F 14
with the City's Code of Ethics and state law, the Consultant shall not give a gift of any kind
to City employees or officials. Consultant also confirms that Consultant does not have a
business interest or a close family relationship with any City officer or employee who was,
is, or will be involved in selecting the Consultant, negotiating or administering this
Agreement, or evaluating the Consultant's performance of the Work.
11.Insurance: Consultant shall secure and maintain:
12.
A.Commercial general liability insurance in the minimum amounts of $1,000,000 for
each occurrence/$2,000,000 aggregate for the Term of this Agreement.
B.In the event that Work delivered pursuant to this Agreement either directly or
indirectly involve or require Professional Services, Professional Liability, Errors and
Omissions coverage shall be provided with minimum limits of $1,000,000 per
occurrence. "Professional Services", for the purpose of this section, shall mean any
Work provided by a licensed professional or Work that requires a professional
standard of care.
C.Workers' compensation coverage, as required by the Industrial Insurance laws of the
State of Washington, shall also be secured.
D.Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired
or non-owned, with minimum limits of $1,000,000 per occurrence combined single
limit, if there will be any use of Consultant's vehicles on the City's Premises by or on
behalf of the City, beyond normal commutes.
E.Consultant shall name the City as an Additional Insured on its commercial general
liability policy on a non-contributory primary basis. The City's insurance policies shall
not be a source for payment of any Consultant liability, nor shall the maintenance of
any insurance required by this Agreement be construed to limit the liability of
Consultant to the coverage provided by such insurance or otherwise limit the City's
recourse to any remedy available at law or in equity.
F.Subject to the City's review and acceptance, a certificate of insurance showing the
proper endorsements, shall be delivered to the City before performing the Work.
G.Consultant shall provide the City with written notice of any policy cancellation, within
two (2) business days of their receipt of such notice.
Delays: Consultant is not responsible for delays caused by factors beyond the
Consultant's reasonable control. When such delays beyond the Consultant's reasonable
control occur, the City agrees the Consultant is not responsible for damages, nor shall the
Consultant be deemed to be in default of the Agreement.
PAGES OF 14
13.Successors and Assigns: Neither the City nor the Consultant shall assign, transfer or
encumber any rights, duties or interests accruing from this Agreement without the
written consent of the other.
14.Notices: Any notice required under this Agreement will be in writing, addressed to the
appropriate party at the address which appears below (as modified in writing from time
to time by such party), and given personally, by registered or certified mail, return receipt
requested, by facsimile or by nationally recognized overnight courier service. Time period
for notices shall be deemed to have commenced upon the date of receipt, EXCEPT
facsimile delivery will be deemed to have commenced on the first business day following
transmission. Email and telephone may be used for purposes of administering the
Agreement, but should not be used to give any formal notice required by the Agreement.
CITY OF RENTON
Krista Kolaz
1055 South Grady Way
Renton, WA 98057
Phone: (425) 430-7669
kkolaz@rentonwa.gov
Fax: (425) 430-7665
CONSULTANT
Michael Lewandowski, President
8610 N. New Braunfels, Suite #210
San Antonio, TX 78217
Phone: (210) 340-4400
mlewandowski@altclaim.com
15.Discrimination Prohibited: Consultant agrees as follows:
A.Consultant, and Consultant's agents, employees, representatives, and volunteers
with regard to the Work performed or to be performed under this Agreement, shall
not discriminate on the basis of race, color, sex, religion, nationality, creed, marital
status, sexual orientation or preference, age (except minimum age and retirement
provisions), honorably discharged veteran or military status, or the presence of any
sensory, mental or physical handicap, unless based upon a bona fide occupational
qualification in relationship to hiring and employment, in employment or application
for employment, the administration of the delivery of Work or any other benefits
under this Agreement, or procurement of materials or supplies.
B.The Consultant will ensure that applicants are employed and that employees are
treated during employment without regard to their race, creed, color, national origin,
sex, age, sexual orientation, physical, sensory or mental handicaps, or marital status.
Such action shall include, but not be limited to the following employment, upgrading,
demotion or transfer, recruitment or recruitment advertising, layoff or termination,
rates of pay or other forms of compensation and selection for training.
PAGE60F 14
C.If the Consultant fails to comply with any of this Agreement's non-discrimination
provisions, the City shall have the right, at its option, to cancel the Agreement in
whole or in part.
D.The Consultant is charged with knowledge of, and compliance with, all federal, state
and local laws and regulations that may affect the satisfactory completion of the
project, which includes but is not limited to fair labor laws, worker's compensation,
and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton
Council Resolution Number 4085.
16.Miscellaneous: The parties hereby acknowledge:
A.The City is not responsible to train or provide training for Consultant.
B.Consultant will not be reimbursed for job related expenses except to the extent
specifically agreed within the attached exhibits.
C.Consultant shall furnish all tools and/or materials necessary to perform the Work
except to the extent specifically agreed within the attached exhibits.
D.In the event special training, licensing, or certification is required for Consultant to
provide Work he/she will acquire or maintain such at his/her own expense and, if
Consultant employs, sub-contracts, or otherwise assigns the responsibility to perform
the Work, said employee/sub-contractor/assignee will acquire and or maintain such
training, licensing, or certification.
E.This is a non-exclusive agreement and Consultant is free to provide his/her Work to
other entities, so long as there is no interruption or interference with the provision of
Work called for in this Agreement.
F.Consultant is responsible for his/her own insurance, including, but not limited to
health insurance.
G.Consultant is responsible for his/her own Worker's Compensation coverage as well as
that for any persons employed by the Consultant.
17.Other Provisions:
A.Approval Authority. Each individual executing this Agreement on behalf of the City
and Consultant represents and warrants that such individuals are duly authorized to
execute and deliver this Agreement on behalf of the City or Consultant.
PAGE70F 14
B.General Administration and Management. The City's project manager is Krista Kolaz.
In providing Work, Consultant shall coordinate with the City's contract manager or
his/her designee.
C.Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
D.Conflicts. In the event of any inconsistencies between Consultant proposals and this
Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to
this Agreement are incorporated by reference only to the extent of the purpose for
which they are referenced within this Agreement. To the extent a Consultant
prepared exhibit conflicts with the terms in the body of this Agreement or contains
terms that are extraneous to the purpose for which it is referenced, the terms in the
body of this Agreement shall prevail and the extraneous terms shall not be
incorporated herein.
E.Governing Law. This Agreement shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington and the City of
Renton. Consultant and all of the Consultant's employees shall perform the Work in
accordance with all applicable federal, state, county and city laws, codes and
ordinances.
F.Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared
by the joint efforts of the Parties and shall not be construed against one party or the
other as a result of the preparation, substitution, submission or other event of
negotiation, drafting or execution.
G.Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or
interpret this Agreement or any of its terms or covenants shall be brought in the King
County Superior Court for the State of Washington at the Maleng Regional Justice
Center in Kent, King County, Washington, or its replacement or successor. Consultant
hereby expressly consents to the personal and exclusive jurisdiction and venue of
such court even if Consultant is a foreign corporation not registered with the State of
Washington.
H.Severability. A court of competent jurisdiction's determination that any provision or
part of this Agreement is illegal or unenforceable shall not cancel or invalidate the
remainder of this Agreement, which shall remain in full force and effect.
I.Sole and Entire Agreement. This Agreement contains the entire agreement of the
Parties and any representations or understandings, whether oral or written, not
incorporated are excluded.
PAGE80F 14
04/09/20254/15/2025
Attest
Jason Seth
City Clerk
Approved as to Legal Form
By: _________ _
Blythe Phillips
Assistant City Attorney
PAGE 10 OF 14
_______________________________
Approved by Blythe Phillips via email 4/8/2025
EXHIBIT A:
Scope of Work
When the City suffers damage to a City vehicle when the City is not at fault for the damage
and the at-fault party is insured, Consultant shall provide the recovery services for the
types of losses described in Exhibit B. In providing these services, Consultant shall:
1.Review the file for at fault parties and properly identify the driver and owner of the
vehicle and their insurance carrier.
2.Have the City's vehicle appraised on a national basis by an I-Car (Inter Industry
Conference for Collision Repair) Gold Class or better appraiser and have that appraisal
reviewed by a central estimate review team also having I-Car Gold Class certification
to ensure accuracy, completeness, and compliance with I-Car standards as well as the
vehicle manufacturers design and repair specifications.
3.Provide subrogation services for the recovery of damages (repairable damage or total
loss) and attest to and subsequently prove average recovery times of 90 days or less.
4.Based upon documentation provided by the municipality, identify, calculate and pursue
the at-fault party for the net revenues lost by the municipality for the time the vehicle
was being repaired or replaced, if any; or if the damaged unit was not revenue
producing but was a specialty vehicle that is not routinely available in the rental market,
calculate and pursue the at-fault party for the appropriate portion of the municipalities
cost to maintain a pool fleet for the period of time the vehicle is being repaired or
replaced; or if the vehicle was a non-specialty vehicle that is routinely available in the
rental market, the cost or value of a comparable vehicle for the period of time the
vehicle was being repaired or replaced.
5.Identify, properly document, and pursue the at-fault party for the repair and related and
inherent related diminution of value the vehicle sustained as a result of the damaged
caused by the at-fault party, if any.
6.Understand, have intimate knowledge of, effectively argue, and recover the costs
associated when manufacturers warranties, physical or practical tolerances have been
compromised based upon thrust of impact and has rendered a piece of lifesaving
equipment such as stretchers and defibrillators not usable until such time as testing
has taken place. Those costs would be the shipping and testing of such equipment and
subsequent repair. If the testing rendered such equipment worthless and/or not
meeting the standards of being able to be used, recovery would include the
aforementioned fees and costs together with the replacement cost of the damaged
equipment.
7.Provide estimates for minor damages from clear photos of the vehicle.®
PAGE llOF 14
8.The Consultant shall provide a portal which allows the City to monitor the progress of
all files and securely upload documents and photographs electronically.
PAGE 12 OF 14
EXHIBIT B:
Fee Schedule
ACM operates on a performance-based model, so does not assign a billable hourly
rate. ACM charges no fixed set-up, monthly, annual, or per file fees. As compensation,
Client "shares" a percentage of the recovery with ACM. Upon receipt of proceeds, ACM
deducts its "Recovery Share" as outlined below. Recovery can vary due to policy limits,
policy type, lack of insurance, liability, statutes, missing documents, and other items
outside of ACM's control.
1.Physical Damage (PD): Recovery of losses up to the value of the Client's final
repair invoice (or original body or mechanical shop estimate, not an independent
appraisers estimate) less any direct claim expenses.
2.Physical Damage (PD) -Photoscopes Only: ACM may accept clear photographs
from which an independent, third-party appraiser can prepare an estimate. This
reduces Client's downtime, labor associated with estimate collection, and keeps
fleet vehicles in service. Client must provide clear photographs to participate.
3.Loss of Use (LOU): The rental value of a comparable replacement vehicle or
equipment for the days a unit may be out of service for repair or replacement.
4.Loss of Revenue (LOR): The estimated loss of income incurred while the vehicle
is out of service based upon the unit's prior 90-day income as documented by
Client.
5.Inherent Diminution of Value (DV): The estimated variance in Actual Cash Value
(ACV) of the vehicle pre-accident and the Actual Cash Value (ACV) of the
repaired vehicle post-accident.
6.Repair Related Diminution of Value (RRDV):The difference between the Client's
actual repair invoice versus an estimate written to I-CAR/Manufacturer Design
and Repair Specifications (OEM). When proceeds arrive by actual invoice is not
available, ACM waits 30 days. After that, unless Client gives notice of invoice's
delay, ACM uses the Client's estimate.
7.Total Loss (TL): The difference between the vehicle's Actual Cash Value (ACV)
and one of the valuation methods below (default is first to last): Depreciated
Book Value, Value set by the amount owed on the vehicle loan as of date of loss,
Wholesale Value, Value set by industry standards, Depreciated Value, 1.85% of
depreciated original purchase price, or Mutually Agreed Upon Value.
8.Recovered Fees (RF). Paid by the At-Fault Party's Carrier (not the Client).
These are fees associated with processing or repairing of the vehicle. They can
include administration, sanitation, content removal, and other applicable fees
charged to the carrier as part of the recovery.
9.Other Property Damage (OPD): In cases where property damages are beyond
the vehicle itself but are causally related to the event causing the damages, ACM
will include these additional items: all types of signs, guard rails, lights, building
damage, goods in transit, towing fees, storage fees, and other non-vehicle
equipment owned by Client and damaged in the event.
PAGE 130F 14
Recovery Share. Client agrees to share recovery proceeds with ACM for each type of
claim recovery as listed below. "New claims" are new accidents with claims not
processed before. "Dormant claims" are older claims (9 months or more) and may (or
may not) have physical damage paid already.
Item New Claims Dormant Claims
Paid to ACM Paid to ACM
1)Physical Damage 0% 25%
2)Physical Damage (Photoscopes Only)25% 25%
3)Loss of Use
4)Loss of Revenue
5) Inherent Diminution of Value 50% 50%
6)Repair Related Diminution of Value (for #3-8) (for #3-8)
7)Total Loss (Amount over Valuation)
8)Recovered Fees (Charged To Carrier)
9)Other Property Damage 10% 10%
PAGE 14 OF 14