AGENDA
ITEM
8 AGENDA
CALEXICO California ITEM
WHERE CALIFORNIA AND MEXICO MEET
8 CITY COUNCIL
AGENDA STAFF REPORT
DATE: November 19, 2025
TO: Mayor and City Council
APPROVED BY: Benjamin Martinez, City Manager
APPROVED BY: Karla Chaparro, Finance Director
PREPARED BY: Maribel Castro, Human Resources Manager U
SUBJECT: Authorize the City Manager to sign the Service Agreement Renewal for Administration of General Liability Claims with TRISTAR Claims Management Services, Inc. for the Term Beginning September 1, 2025 to August 31, 2026. =====================
Recommendation:
Approve the service agreement renewal with TRISTAR Claims Management Services, Inc. for the administration of general liability claims for the term September 1, 2025, through August 31, 2026 and authorize the City Manager to execute the agreement on behalf of the City of Calexico.
Background:
As a certified self-insured employer, the City retains the services of a Third-Party Administrator (TPA) to ensure compliance with complex legal and administrative requirements related to general liability claims.
The City has partnered with TRISTAR (formerly Hazelrigg) Claims Management Services, Inc. for more than nine years and has consistently received high-quality service, including effective claims processing response communication and professional representation.
Discussion & Analysis:
Under the terms of this agreement TRISTAR will continue to review and process claims in accordance with applicable statutory PRISM Insurance Authority, and administrative regulations. The agreement includes a 3.5% increase in claims administration fees, which is both expected and reasonable given current market conditions and industry trends. The claims adjuster assigned to the City remains highly responsive and well known in the general liability field. The City has received excellent service and performance from both the assigned adjuster and the TRISTAR support staff over the years.
Fiscal Impact:
Existing funds are currently budgeted to Internal Service Funds/General Liability.
Coordinated With:
City Manager's Office.
Alliant Insurance Services.
PRISM Insurance Authority.
City Attorney's Office.
Finance Department.
Attachments:
A. TRISTAR Claims Management Services Agreement.
2 Attachment A
Amendment No. 2
to Claims Service Agreement
Effective September 1, 2024 ("Amendment Effective Date"), this Amendment No. 2 ("Amendment No. 2") is attached to and made part of the Claims Service Agreement effective September 1, 2022, by and between City of Calexico (hereinafter "Calexico" or "Customer") and TRISTAR Claims Management Services, Inc. (hereinafter "TRISTAR"). Calexico and TRISTAR are referred to individually as a "Party" and collectively as "the Parties."
Conflict Resolution. In the event of a conflict of any kind, be it direct or indirect, between any or all terms of this Amendment No. 2 and those of the Claims Service Agreement, including Amendment No. 1 effective 9/1/2023 (collectively, "Agreement") to which it is attached, then the terms and conditions of this Amendment No. 2 shall control.
WHEREAS, the Parties have agreed to extend the term of the Agreement; WHEREAS, TRISTAR has updated Schedule C;
WHEREAS, the Parties have agreed to adjust the fees charged for services provided under this Agreement; and
WHEREAS, TRISTAR wishes to clarify the language in Section 9.2.2 for this Agreement; NOW, THEREFORE, in consideration of mutual promises and agreements, the Parties hereto agree as follows:
1. This Agreement has been extended through August 31, 2026.
2. Beginning on the Amendment Effective Date:
A. The attached Schedule A, General Information; Service Period; Fees; Expenses, which is incorporated into the Agreement and made part thereof, shall apply to all services provided on or after the Amendment Effective Date and shall replace the prior Schedule A in its entirety.
B. The attached Schedule C, Confidentiality, Data Security, and Access to Data, which is incorporated into the Agreement and made part thereof, shall apply to all services provided on or after the Amendment Effective Date and shall replace the prior Schedule C in its entirety.
C. The attached Schedule D, Preferred Provider Specialty Services Fees and Optional Services hich is incorporated into the Agreement and made part thereof, shall apply to all services provide n or after the Amendment Effective Date and shall replace the prior Schedule D in its entiret
3. The prior Section 9.2.2 is deleted and replaced with the following:
9.2.2 it the Agreement is terminated for convenience pursuant to Subsection 9.1.1, or non- renewal, TRISTAR shall discontinue handling all Claims as of the Termination Date unless the Parties reach an agreement on compensation and funding regarding TRISTAR's continuation of handling all Claims reported to TRISTAR before the Termination Date.
4. All other terms and conditions of the Agreement not modified by this Amendment No. 2 are hereby ratified and affirmed.
TRISTAR CSA Amend 2 (Calexico CA02-25-7361) Page 1 of 11
TRISTAR AND CALEXICO CERTIFY BY THEIR UNDERSIGNED AUTHORIZED OFFICERS THAT THEY HAVE READ THIS AMENDMENT NO. 2, INCLUDING ALL SCHEDULES AND EXHIBITS HERETO, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
City of Calexico TRISTAR Claims Management Services, Inc.
By: By:
Name: Name: Thomas J. Veale
Title: Title: President
Date: Date:
TRISTAR CSA Amend 2 (Calexico CA02-25-7361) Page 2 of 11 Schedule A General Information; Service Period; Fees;
Expenses
A.1 General Information
A.1.1 Retention Level(s): $100,000; TRISTAR will handle all claims that pierce the retention level on behalf of PRISM.
A.1.2 Party responsible for Reporting to the Carrier: TRISTAR A.1.3 Reporting Agents):
A.1.3.1 for MMSEA reporting to CMS: TRISTAR collects Customer's information and submits to a third-party reporting/submission agency. TRISTAR's responsibility begins once Customer has provided an updated RRE profile report A.1.3.2 for MMSEA compliance and other related services: TRISTAR's Preferred Provider, unless Customer directs the use of a different vendor.
A.1.4 Service Obligation: Life of Contract
A.2 Service Period
A.2.1 In consideration of payment by Customer of the fees described in Section A.3, TRISTAR will provide the Services for the periods set forth below ("Service Period"):
Basic Services. TRISTAR will provide Basic Services for each Claim beginning on the date the Claim is reported to TRISTAR and ending on the sooner of:
A.2.1.1 the date the Claim is closed;
A.2.1.2 Agreement termination in accordance with Section 9 of the Agreement; or A.2.1.3 the nonrenewal or expiration of the Agreement.
Information Services. TRISTAR will provide Information Services beginning on the Eitective Date and ending on the date TRISTAR is no longer obligated to provide Basic Services as set forth above.
A.3 Basic Fees
A.3.1 Flat Rates. In consideration for the Basic Services, other than Administration Services as hereinatter defined, performed by TRISTAR during the Service Period for Claims, TRISTAR shall be entitled to, and Customer shall pay TRISTAR in accordance with Section A.7 at the following flat rates per Term as indicated, subject to any increases made in accordance with Section A.4 ("Flat Rate(s)"):
Claims Administration Service Annual Fee General Liability/Property (claims reported to TRISTAR in the period listed) Annual Fee September 1, 2024 - August 31, 2025 $33,843.24
September 1, 2025 - August 31, 2026 $35,197.00
A.3.2 Annual Banking Transaction Fee. In consideration for the general administration and information services ("Banking Transaction Services") rendered during the Service Period and in accordance with this Agreement, Customer agrees to pay TRISTAR an annual fee of TRISTAR CSA Amend 2 (Calexico CA02-25-7361) Page 3 of 11 two thousand seven hundred fifty dollars ($2,750) ("Annual Banking Transaction Fee") per year, subject to any increases made in accordance with Section A.4, in accordance with Section A.7 for as long as Banking Transaction Services are provided.
A.3.3 Fees for optional services requested by Customer. In consideration for the services listed in Schedule D as Optional Services (collectively, "Optional Service(s)" rendered during the Service Period only upon the request of Customer and in accordance with this Agreement, Customer agrees to pay TRISTAR the listed rates ("Optional Rates") in accordance with Section A.7, subject to increases on a periodic basis but not more frequently than every 12 months, for as long as the Optional Services are provided.
A.4 Increases
A.4.1 Annual Increases. As long as the Agreement applies to any Claims being handled by TRISTAR and with the prior written notice to the Customer, the Flat Rates and Annual Banking Transaction Fee (collectively, "Basic Fees") may be increased at any time on or after September 1, 2026 ("Increase Date") subject to the following:
A.4.2 Each such increase shall apply to all Claims reported and all Administration Services and Information Services provided on or after each such Increase Date; A.4.3 There shall only be one (1) increase in each twelve (12) month period beginning on September 1st of each year. Each such increase shall be equal to the greater of:
A.4.3.1 the annual increase in the US Consumer Price Index - Urban San Diego published by the US Department of Labor ("CPI-U") which shall be determined by comparing the CPI-U for the nearest month preceding the Increase Date that CPI-U is available to the CPI-U for the same month twelve (12) months earlier; or
A.4.3.2 three and five-tenths percent (3.5%).
A.4.4 Post-termination Services. For services rendered after the termination of this Agreement, all fees may be modified by TRISTAR, with fifteen (15) days' written notice to Customer, to reflect the then level of Administration Services required to be provided by TRISTAR in order to fulfill its post-termination obligations under this Agreement.
A.4.5 Increases due to Material Change in business terms. In addition to the foregoing, Customer agrees that TRISTAR, in its sole discretion, with fifteen (15) days' written notice to Customer, reserves the right to make adjustments to the Basic Fees as it deems necessary in the event there is a material change in the scope of services to be provided by TRISTAR, including the use of TRISTAR's Preferred Provider network.
A.5 Additional Services Fees
The Basic Fees shall apply to Services, other than Specialty Services, rendered during the Service Period for Claims. Should TRISTAR be engaged by Customer to provide any other service, Customer shall pay TRISTAR for such services, in accordance with Section A.7, on a Time and Expense basis at TRISTAR's then-current hourly rates unless other rates are mutually agreed upon ("Additional Services Fees").
А.б Expenses
A.6.1 Reimbursable Expenses. Customer shall reimburse TRISTAR for Reimbursable Expenses.
A.6.2 Taxes. Customer shall pay any Gross Receipt, Excise, Sales, or other applicable Tax imposed by governmental entities in those states where levied ("Taxes") unless Customer is exempted by law.
TRISTAR CSA Amend 2 (Calexico CA02-25-7361) Page 4 of 11 A.7 Payment
A.7.1 Notwithstanding any expiration or sooner termination of this Agreement:
A.7.1.1 the Flat Annual Fee and Annual Banking Transaction Fee each shall be deemed fully earned, due, and nonrefundable as of the Effective Date; Optional Rates (if Optional Services requested by Customer and provided by TRISTAR):
A.7.1.2 the Additional User Rate and Data File Rate shall be deemed fully earned, due and non-refundable as of the date a new user is added or an Optional Service is provided, and each subsequent annual anniversary of the Effective Date; and A.7.1.3 the SIR Report Rate, the Claim Review Rate, Customized Interface Rate, Loss Control Rate, Ergonomic Assessment Rate, and each shall be deemed fully earned, due, and nonrefundable when it is incurred.
A.7.2 All Fees and Expenses shall be payable by Customer to TRISTAR in accordance with Section 5.5 of the Agreement and invoiced as follows:
A.7.2.1 Annual Banking Transaction Fee and Flat Annual Fees shall be invoiced in 12 equal installments at the beginning of the month that they are due; A.7.2.2 Additional Services Fees (if any), Optional Rates (if any), Reimbursable Expenses, and Taxes shall be invoiced by TRISTAR at the end of the month ir which thev are incurred and/or assessed
TRISTAR CSA Amend 2 (Calexico CA02-25-7361) Page 5 of 11 Schedule C Confidentiality, Data Security, and Access to Data The terms and conditions of the Agreement apply unless and to the extent modified or supplemented by the specific terms and conditions of this Schedule C.
C.1 General
C.1.1 Without limitation of the terms and conditions set forth in Section 8 of the Agreement, the terms and conditions of this Schedule C shall apply with respect to all Personal Information, which such term shall have the same meaning as the term "Non-public personally identifiable information" as defined herein. To the extent that there is a conflict between Section 8 and this Schedule C regarding the scope of each Party's confidentiality obligations and/or any applicable confidentiality exclusions with respect to Personal Information, the terms and conditions of this Schedule C shall govern.
C.1.2 The Parties acknowledge that federal and state laws (the "Privacy Laws") govern disclosures of Non-public Personally Identifiable Information.
C.2 Confidentiality
C.2.1 Confidential Information. To the extent that, in connection with this Agreement, either Customer or TRISTAR (each, the "receiving party") comes into possession of any Confidential Information of the other Party (the "disclosing party"), it will not disclose such information to any third party without the disclosing party's consent. The disclosing party hereby consents to the receiving party disclosing such information (i) to third parties to the extent reasonably necessary to the performance of the receiving party s obligations under this Agreement, provided any third parties are bound by confidentiality obligations similar to those in this Section unless such third party request is made pursuant to a Public Records Act request in which case such third party need not be bound by confidentiality obligations similar to those in this Section, (it) as may be required by law, regulation, judicial or administrative process, or in accordance with applicable professional standards or rules, or in connection with litigation pertaining to this Agreement. Confidential Information shall not include information which (A) is or becomes publicly available (including, without limitation, any information filed with any governmental agency and available to the public) other than as the result of a disclosure in breach hereof, (B) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party which the receiving party believes is not prohibited from disclosing such information to the receiving party by obligation to the disclosing party, (C) is known by the receiving party prior to its receipt from the disclosing party without any obligation of confidentiality with respect thereto, or (D) is developed by the receiving party independent of any disclosures of such information made by the disclosing party to the receiving party. The receiving party shall carry out its obligations under this Section using at least the same degree of care as it employs in maintaining in confidence its own proprietary and confidential information, but in no event less than a reasonable degree of care and what is required by law.
C.2.2 Injunctive Relief. Each Party recognizes that its disclosure or inappropriate use of Confidential Information of the other Party may give rise to irreparable injury to such Party and acknowledges that remedies other than injunctive relief may not be adequate.
Accordingly, each Party has the right to seek equitable and injunctive relief to prevent the unauthorized possession, use, disclosure, or knowledge of any Confidential Information, as well as to such damages or other relief as is occasioned by such unauthorized possession, use, disclosure or knowledge.
C.2.3 Data Protection. In the event the TRISTAR System requires the access to or use of non- public personally identifiable information of the Customer including Customer's TRISTAR CSA Amend 2 (Calexico CA02-25-7361) Page 6 of 11 employees and those former employees with ongoing workers' compensation obligations, TRISTAR shall be responsible for taking all necessary steps required by applicable law to ensure the protection of the privacy of such non-public personally identifiable information in its possession to be accessed or used. "Non-public personally identifiable files exchanged by the Parties hereto. For the purposes hereof the terms shall include data elements such as names and addresses of individuals. Such Non-public personally identifiable Information shall not be reproduced or shared with any other party except those entities with which TRISTAR may from time to time contract in accordance with the fulfillment of the terms of this Agreement and which disclosure shall comply with all state and federal statutes and regulations governing the disclosure of medical records and non- public personally identifiable information, including any state or federal laws pertaining to the confidentiality of medical records that include diagnosis and treatment for HIV, AIDS, sexually transmitted diseases and psychiatric or substance abuse conditions and problems. TRISTAR shall have adopted and implemented and throughout the term of this Agreement shall maintain security procedures to protect from improper disclosure or use of non-public personally identifiable information, such procedures to be in compliance with all applicable federal and state regulatory requirements.
C.3 Security
C.3.1 Notwithstanding any other provision of this Agreement, TRISTAR covenants that, with respect to any non-public personally Identifiable information which is in its possession and under its control, TRISTAR shall: (a) inform itself regarding, and comply with, all applicable Privacy Laws in performing hereunder; (b) protect and keep all such non- public personally Identifiable information strictly confidential, in accordance with this Agreement; (c) maintain adequate administrative, technical, and physical safeguards to ensure the security and confidentiality of such non-public personally Identifiable information, protect against any anticipated threats or hazards to the security or integrity of such non-public personally Identifiable information, and protect against unauthorized access to or use of or disclosure of such non-public personally Identifiable information; (d) notify Customer immediately when TRISTAR becomes aware of any material breach of its security safeguards or has reason to believe that such non-public personally Identifiable information may have been subject to unauthorized disclosure, access, or use ( Security Incident'), which notification shall include the following information: (1) the nature of the unauthorized disclosure or use; (2) the non-public personally Identifiable information accessed, disclosed or used; (3) the identity of the external person(s) or entity(ies) who received the unauthorized disclosure or made the unauthorized access or use; (4) what corrective action TRISTAR took or will take to prevent further unauthorized disclosures or uses; (5) what TRISTAR did or will do to mitigate any deleterious effect of such unauthorized disclosure or use; and (6) such other information as TRISTAR may reasonably request; (e) take all reasonable and appropriate steps to protect such non- public personally Identifiable information in the event of a failure of TRISTAR's security safeguards or unauthorized access to non-public personally Identifiable information from or through TRISTAR; and (f), if requested, at TRISTAR's expense, provide notice to affected individuals and regulatory authorities, and indemnify Customer for all costs associated with responding to a Security Incident (including, but not limited to, setting up a call center and providing credit monitoring).
C.3.2 TRISTAR represents and warrants to Customer that as of the Effective Date and throughout the Term, it has and will continue to have industry best practice administrative, technical, and physical safeguards in place to ensure the security and confidentiality and protect against the unauthorized or accidental destruction, loss, TRISTAR CSA Amend 2 (Calexico CA02-25-7361) Page 7 of 11 alteration, use or disclosure of non-public personally identifiable information and other records and information of Customers, claimants, or employees which is in the possession of and under the control of TRISTAR, to protect against anticipated threats or hazards to the integrity of such information and records.
C.3-3 Customer may request and perform security and confidentiality-related reviews to ensure that sound security and confidentiality practices are being used by TRISTAR and that such practices are in accordance with the provisions of this Agreement, including but not limited to the provisions of this Schedule.
C.3-4 In the event TRISTAR has been given prior written approval by Customer to assign or delegate its rights and duties under this Agreement or subcontract any services required to be performed by TRISTAR for Customer pursuant to this Agreement, TRISTAR shall not permit such assignee or subcontractor to begin performance until it enters into an agreement with TRISTAR whereby it agrees to protect non-public personally identifiable information in accordance with the terms of this Agreement.
C.3•5 In the event that TRISTAR enters into contractual relationships with third parties to provide services outside the scope of this Agreement to persons who may also be customers of Customer, Vendor may not use or disclose any non-public personally identifiable information obtained in performing its obligations under this Agreement but rather must obtain information directly from the customer or in some other manner as permitted by law.
Information transmitted and received through the internet may be neither secure nor confidential, and TRISTAR will use best industry practices, but cannot and does not guarantee the privacy, security, authenticity, and non-corruption of any information so transmitted or stored in any system connected to the internet. TRISTAR shall not be responsible for any adverse consequences whatsoever of Customer's connection to or use of the internet, and TRISTAR shall not be responsible for any use by Customer of Customer's internet connection in violation of any law, rule, or regulation or any violation of the intellectual property rights of another.
C.4 Access to Data
Subject to Customer's compliance with the terms and conditions of this Agreement, including its payment of the applicable fees calculated in accordance with Schedule A and for the Term of this Agreement, TRISTAR hereby grants to Customer a non-exclusive (except as expressly set forth herein), non- transterable, revocable limited right to access and use the TRISTAR System, solely (i) for Customer's own internal business purposes, and (ii) for use by Authorized Users (as defined in Exhibit 1), and no other users, in support of Customer's internal business purposes, and (iii) for the term of the Agreement.
As described in Exhibit 1 of this Schedule C, TRISTAR shall give the Customer online access to TRISTAR's claim system and related systems (collectively, "TRISTAR System"). The term "systems" as used herein shall include, but shall not be limited to, computer programs, computer equipment, formats, risk data report formats, procedures, documentation, and internal reports of TRISTAR and its affiliates, but such TRISTAR SA Amend 2 (Calexico CA02-25-7361) Page 8 of 11 Exhibit 1
TO SCHEDULE C
The following limitations apply only to the TRISTAR System. The limitations do not modify TRISTAR's indemnification obligations under Section 7 of this Agreement.
C.5 Subscription
Subject to Customer's compliance with the terms and conditions of this Agreement, including its payment ot base Fees (as defined below) and applicable costs, TRISTAR hereby grants to Customer a non-exclusive (except as expressly set torth herein), non-transferable, revocable limited right to access and use the TRISTAR System, solely (i) for Customer's own internal business purposes, and (ii) for use by Authorized Users (as defined below), and no other users, in support of Customer's internal business purposes, (iii) for the term of the Term (as defined below), and (iv) in accordance with this Agreement.
C.6 Restrictions
Customer shall not use, or allow Authorized Users or other persons to use, the TRISTAR System in any manner other than as expressly allowed in this Agreement. Customer may not: (a) reverse engineer, decompile, disassemble, re-engineer or otherwise create or attempt to create or permit, allow, or assist others to create the source code of the TRISTAR System or its structural framework; (b) sublicense, subcontract, translate, license or grant any rights to the TRISTAR System (including without limitation allowing any distribution or sublicense of the TRISTAR System or other access to the TRISTAR System by any person that is not an Authorized User, or processing Data using the TRISTAR System on behalf of third parties); (c) use any robot, spider, site search or retrieval mechanism or other manual or automatic device or process to retrieve, index, data mine, or in any way reproduce or circumvent the navigational structure or presentation of the TRISTAR System; (d) harvest or collect information about or from other users of the TRISTAR System; (e) probe, scan or test the vulnerability of the TRISTAR System, or breach the security or authentication measures on the TRISTAR System, or take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the TRISTAR System; (f) modify or create derivative works of the TRISTAR System; (g) attempt to gain unauthorized access to the TRISTAR System or its related systems or networks; (h) use the TRISTAR System in whole or in part for any illegal purpose; (i) create internet "links" to the TRISTAR System or "frame" or "mirror" any content therein; or (j) facilitate or encourage any violations of these restrictions.
C.7 Account; Account Security
C.7.1 Provider will create an account for Customer's access to the TRISTAR System (the "Account"). The Account will be allocated two (2) unique Authorized Users. Customer may increase or decrease the number of users from time to time by emailing Provider.
C.7.2 Each Authorized User will be assigned a password. Each Authorized User shall change the password the first time such Authorized User accesses the TRISTAR System. Customer shall ensure the security of its Authorized Users' passwords. If any password is stolen or otherwise compromised, Customer shall immediately change the password and inform TRISTAR of the compromise. TRISTAR may change the authorization method for access to the TRISTAR System from time to time.
C.8 Support Services
TRISTAR shall provide assistance to authorized users during normal business hours for Customer in support of Customer's use of the TRISTAR System ("Support Services").
C.9 Ownership
C.9.1 All rights not expressly granted to Customer herein are expressly reserved by TRISTAR As between the parties, the TRISTAR System is and will remain the exclusive property of TRISTAR, and TRISTAR will retain ownership of all copyrights, patents, trademarks, trade secrets, know-how, databases, and other intellectual property rights relating to or TRISTAR CSA Amend 2 (Calexico CA02-25-7361) Page 9 of 11 residing in the TRISTAR System and any updates, improvements, modifications and enhancements (including error corrections and enhancements) thereto, and all derivative works thereof, and Customer will have no right, title, or interest in or to the same. Nothing in this Agreement will be deemed to grant, by implication, estoppel, or otherwise, a license under any of TRISTAR's existing or future rights in or to the TRISTAR System.
C.9.2 As between the parties, Customer has and shall retain sole and exclusive title and ownership of all Data. Customer grants to TRISTAR a limited and nonexclusive license to use, copy, modify, distribute, and display the Data for purposes of providing the TRISTAR System to Customer in accordance with this Agreement and as otherwise expressly authorized by this Agreement.
C.9.3 Each party's trade names, trademarks, service marks, titles, and logos, and any goodwill appurtenant thereto, shall be owned exclusively by such party and shall inure solely to the benefit of the other party.
C.10 Limited Warranty
TRISTAR makes no warranty or representation relating to TRISTAR system. The TRISTAR system is furnished on an "as is" basis without any warranty whatsoever. TRISTAR disclaims and excludes any and all implied warranties of merchantability or fitness for a particular purpose.
C.11 Limitation of Liability
C.11.1 TRISTAR will be liable to Customer for only actual, direct losses or damages incurred due to a breach of this Agreement or arising out of the terms and conditions of this Agreement.
TRISTAR shall not be liable to Customer for any loss of profit, revenue, or interruption of business or punitive damages, special, incidental, or consequential damages arising out of the pertormance of the provisions of this Agreement (whether alleged in tort, contract indemnity, or otherwise, except where TRISTAR has been apprised of the possibility of such damages.) Except as is otherwise provided in this Agreement, TRISTAR's liability for breach of this Agreement shall be limited to no more than the actual fees received by TRISTAR during the term of this Agreement.
Notwithstanding the above limitation, TRISTAR or any affiliate shall be bound by the requirements for indemnification and insurance arising from the Agreement. Further, this limitation does not apply to any claims, demands, losses, including attorney's fees and litigation costs, based on any third-party claims of invasion of privacy, breach of confidentiality, data breach, negligence, gross negligence, recklessness, or willful misconduct arising from the performance of this Agreement.
C.12 Proprietary Rights
C.12.1 Customer's rights to the TRISTAR System under this Agreement may not be transferred, leased, assigned, or sublicensed except by written consent of TRISTAR, which TRISTAR may grant or withhold at its discretion.
C.12.2 Customer acknowledges that the TRISTAR System contains proprietary and confidential information and materials of TRISTAR which are protected as TRISTAR trade secrets and copyrighted works, and which Customer may not copy, modify, or distribute except:
thorized by TRISTAR. Customer agrees not to remove or deface any titles, trademar] opyright notices "restricted rights" or other proprietary legends affixed to or incorporated in the TRISTAR System
C.12.3 All systems created or utilized by TRISTAR in the performance of activities under this Agreement shall belong to, and shall remain the property of, TRISTAR and its affiliates, and Customer shall have no ownership interest therein.
TRISTAR SA Amend 2 (Calexico CA02-25-7361) Page 10 of 11 Schedule D Preferred Provider Specialty Services Fees/Optional Services
D.1 Preferred Provider Specialty Services
Section D.1 Preferred Provider Specialty Services fees are effective September 1, 2024, and rates are subject to increase with thirty (30) days written notice.
Fees listed for Preferred Provider Specialty Services are paid as Allocated Loss Adjustment Expenses or, where required by state law, as loss.
TRISTAR may charge administrative fees to the providers of then Preferred Provider Specialty Services. The administrative services may include, but not be limited to, overhead costs for the oversight and management of vendors which includes the development and oversight of quality standards, development and maintenance of EDI interfaces and reports, and ensuring proper mandatory state compliance and reporting.
Preferred Provider Specialty Services
Service Fee
Liability Medical Cost Containment
Liability Medical Review $40 per bill
RN Liability Medical Review I$135 per hour
Other Services
Claim Reporting: Fax or Email $15 per report
Special Investigations at industry market rates
ISO Reports $15.00 per report for liability claims
(Includes OFAC, Child Support Leins, Social Security checks for all claims.)
MMSEA Reporting $12 per claim
Subrogation/Recovery/Restitution |20% of all recovery net of expenses (non-litigated) 35% of all recovery net of expenses (litigated)
MSA Cost Projection at industry market rates
Mileage IRS allowance rate
D.2 Optional Services
Section D.2 Optional Services fees are effective September 1, 2024, and rates are subject to increases on a periodic basis but not more frequently than every 12 months.
If a Customer requests any of the Optional Services listed below, the associated fees will be invoiced to the Customer at the time of the request and annually if appropriate.
Optional Services
Service Description Included in the fees
in Schedule A OPTIONAL SERVICE Fee
TRISTAR Connect users * Allows a client to add additional users with ("Additional User Rate") access to the portal 2 Users $750 per user per year Customized Interface Build data feed to third-party claims $200 per hr system for Customer program None
"Customized Interface Rate") Time/ Expense basis
Data Interface Maintenance* Maintain monthly data feed to third-party ("Data File Rate") system on behalf of Customer None $1,500 per year Customized Reporting If customized programming is needed $200 per hr ("Customized Reporting Rate") None
Time/ Expense basis
* The Additional User Rate and Data File Rate each shall be pro-rated for each applicable Optional Service added at any time other than as of the Effective Date or a subsequent Increase Date TRISTAR CSA Amend 2 (Calexico CA02-25-7361) Page 11 of 11