EXHIBIT "B"

COMPENSATION

FEES

ADMINISTRATOR shall be compensated at the following rates for claims management services as described in Exhibit "A":

Initial Term of Contract

January 1, 2004, through June 30, 2005     An amount not to exceed $367,500.00

Extensions, if any

July 1, 2005, through June 30, 2006                   An amount not to exceed $245,000.00

July 1, 2006, through June 30, 2007                   An amount not to exceed $245,000.00

July 1, 2007, through June 30, 2008                   An amount not to exceed $245,000.00

CITY reserves the right to convert the method of compensation under this Agreement to a sliding scale, based upon the number of open indemnity claims as presented in ADMINISTRATOR's written proposal in response to Request for Proposals No. F0308-09 (Cost of Services - Option 3).

In addition, CITY shall pay ADMINISTRATOR an annual claims administration fee of $5,000 which shall represent compensation for the following services:  computer input of all open claims, orientation and onsite department training, monthly computer loss information and special quarterly and annual reports, trust account (excluding check and bank charges), and online access to claim information for three users.

INVOICING AND PAYMENT

Invoices shall be submitted no more frequently than monthly.  Invoiced amounts shall be an appropriate prorated portion of the total annual fee.  Payment shall be made within thirty (30) days of receipt of an accurate, itemized invoice by CITY's Accounts Payable Unit.