HomeMy WebLinkAboutContracts & Agreements_85-2019PS I 1 (1 24 19)
AGREEMENT TO PERFORM PROI-ESSIONAL SERVICES
This agreement fol the provision of workers- compensation claims services
( 'Agreement") is made and entered in this 7th day of May, 2019 ( 'Effective Date"), by acid beaveen
the City of Redlands, a municipal corporation ("City)" and AdminSure_ Inc ("Consultant ) City
and Consultant are sometimes individually referred to herein as a "Party" and, together, as the
"Parties " In consideration of the mutual promises contained herein, City and Consultant agree as
follows -
ARTICLE I — ENGAGEMENT OF CONSULTANT
I I City hereby engages Consultant to provide third party claims administration for City's Self -
Insured Workers' Compensation Program (the "Services")
12 The Services shall be performed by Consultant in a professional mannet, and Consultant
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional consultants in the industry providing like and similar types of Services
ARTICLE 2 — SERVICES OF CONSULTANT
21 i he Services that Consultant shall perform are more particularly described in Exhibit "A,' -
entitled "Scope of Services," which is attached hereto and incorporated herein by reference
22 Consultant shall comply with applicable federal, state and local laws and regulations in the
performance of this Agreement
ARTICLE 3 — RESPONSIBILITIES OF CITY
3 1 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services
32 City designates Liz Marin, Iluman Resources Managet, as City s representative with
respect to performance of the Services and such person shall have the authority to transmit
instructions, receive information, interpret and define City's policies and decisions with
respect to pei formance of the Services
ARTICLE 4 — PERFORINIANCE OF SERVICES
41 The term of this Agreement shall be for a period of three (3) years, with an option to extend
the term for an additional two -years on the same price, terms and conditions hereof,
commencing as of the Effective Date. unless terminated earlier as provided herein
42 If Consultant's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to the City, consistent with City
Council adopted policy fol the same It shall be the obligation of Consultant to obtain a
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COPY of such policy from City staff P511(]24]9)
ARTICLE 5 •-- PAYMENTS TO CONSULTANT
5 1 Compensation for Consultant's performance of the Services for the first twelve months of the
term shall not exceed the amount of one hundred seven thousand sixty four dollars ($107,054)
City shall pay Consultant in monthly progress payments foi the services performed for
each billing period in the amount of Eight Thousand Nine Hundred Twenty- Two Dollars
($8,922)
Compensation for Consultant's performance of the Services fol the second twelve months of
the term shall not exceed the amount of one hundred nine thousand two hundred five dollars
($109,205) City shall pay Consultant in monthly progress payments for the services
performed foi each billing period in the amount of nine thousand onehundred dollars ($9 100)
Compensation for Consultant's performance of the Services foi the third (years two and
three, AND all optional years, shall not exceed a 2% increase per year) twelve months of the
term shat l not exceed the amount of one hundred eleven thousand three hundred eighty four
Dollars ($111,384) each year City shall pay Consultant in monthly progress payments tot
the services performed toL each billing pet rod in the amount of nine thousand two hundred
dollars ($9,252)
52 Consultant shall submit monthly invoices to City describing the Services performed during
the preceding month Consultant's invoices shall include a brief description of the Services
performed, the dates the Services were performed, the number of hours spent and by whom,
and a description of reimbursable expenses related to the Seri ices City shall pay
Consultant no later than thirty (30) days after receipt and approval by City ofConsultant-s
invoice
53 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be in writing Any such notice shall be deemed delivered (t) on the date
of delivery to person, (n) five (5) days after deposit to first class registered mail, with
return receipt requested, (iii) on the actual delivery date if deposited with an overnight
courier, or (Lv) on the date sent by facsimile, if confirmed with a copy sent
contefnporancously by first class, certified, registered oL express mail, in each case properly
posted and fully prepaid to the appropriate address set forth below, or such other
address as a Party may provide notice in accordance with this section
City
Liz Marin, Hit .Manages
Human Resources Department
City of Redlands
35 Cajon Street, Suite 10
P O Box 3005 (mailing.)
Redlands CA 92373
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Consultant
Altthia Vargas -Flores, President
AdmrnSure, Inc
3380 Shelby Street
Ontario, CA 91764
909-396-5814
avargas-flares@admLnsure coin
P5 I 1 (1 2d 19)
ARTICLE 6 — INSURANCE AND INDEMNIFICATION
61 The following insurance coverage required by this Agreement shall be maintained by
Consultant for the duration of its performance of the Services Consultant shall not perforin
any Services unless and until the required insurance listed below is obtained by Consultant
Consultant shall provide City with certificates of insurance and endorsements evidencing
such insurance prior to commencement of the Services. Insurance policies shall include a
provision prohibiting cancellation or modification of the policy except upon thirty (30)
days prior written notice to City
A Workers' Compensation and Employer's Liability insurance in the amount that meets
statutory requirements with an insurance carrier acceptable to City, or certification to
City that Consultant is self-insured or exempt from the workers' compensation laws of
the State of California Consultant shall execute and provide City with Exhibit `B"
entitled "Workers' Compensation Insurance Certification," which is attached hereto
and incorporated herein by this reference prior to performance of the Services
B Comprehensive General Liability insurance with carriers acceptable to City in the
minimum amount of One Million Dollars ($1.000;000) per occurrence and Two Million
Dollars ($2,000,000) aggregate, for public liability, property damage and personal
injury is required City shall be named as an additional insured and such insurance shall
be primary and non-contributing to any insurance or self-insurance maintained by City
C Business Auto Liability coverage, with minimum limits of One Million Dollars
($1,000,000) pet occurrence, combined single limit bodily injury liability and property
damage liability This coverage shall include all Consultant owned vehicles used in
connection with Consultant's provision of the Services, hired and non -owned vehicles.
and employee non -ownership vehicles City shall be named as an additional insured
and such insurance shall be primary and non-contributing to any insurance or self-
insurance maintained by City
D Consultant is expressly prohibited from assigning or subcontracting any of the Services
without the prior written consent of City In the event of mutual agreement by the
Parties to assign of subcontract a portion of the Services, Consultant shall add such
assignee of subcontractor as an additional insured to the insurance policies required
hereby and provide Citv with the insurance endorsements prior to any Services being
performed by the assignee of subcontractor
62 Consultant shall defend, indemnify and hold harmless City and its elected officials.
employees and agents from and against any and all claims. losses or liability, including
attorneys' fees, arising from injury or death to persons or damage to property occasioned
by any negligent act of omission by, of the willful misc.onduc.t of, Consultant. or its officers.
employees and agents in performing the Services
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ARTICLE 7 — CONFLICTS OF INTEREST
71 Consultant covenants and represents that it does not have any investment or interest in any
real property that may be the subject of this Agreement or any other source of income,
interest in real property or investment that would be affected ui any manner or degree by
the performance of Consultant's Services Consultant furthei covenants and represents that
in the performance of its duties hereunder, no person having any such interest shall perform
any Services under this Agreement
72 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant
A Does not make a governmental decision whethet to
(i) approve a rate, rule or regulation, or adopt of enforce a City law.
(it) issue, deny, suspend of revoke any City permit, license, application,
certification, approval. order or similar authorization of entitlement,
(iii) authorize City to enter into, modify or renew a contract,
(iv) grant City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract,
(v) grant City approval to a plan, design. report, study of similar item
(vi) adopt, of grant City approval of policies; standards or guidelines for City
or for any subdivision thereof
B Does not serve in a staff capacity with City and in that capacity, participate in
making a governmental decision or otherwise perforin the same or substantially the
same duties for City that would otheivvise be performed by an individual holding a
position specified in City's Conflict of Interest Code under Government Code
section 87302
7 3 In the event City determines that Consultant must disclose its financial interests Consultant
shall complete and file a Fair Political Practices Commission Form 700. Statement of
Economic Interests, with the City Clerk's office pursuant to the written instructions
provided by the City Clerk
ARTICLE 8 — GENERAL CONSIDERATIONS
8 1 In the event any action is commenced to enforce or interpret any of the terms of conditions
of this Agreement the prevailing Party shall, in addition to ani costs and other reltef, be
entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-
house counsel by a Party
82 Consultant shall not assign any of the Services. except with the prior written approval of
City and in strict compliance ,vith the terms and conditions of this Agreement Any
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assignment of attempted assignment without such prior written consent may, in the sole
discretion of City, results in City's immediate termination of this Agreement
8 3 Consultant is fol all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor Neither City not its agents shall have
control over the conduct of Consultant of Consultant's employees, except as herein set
forth Consultant shall supply al l necessary tools and instrumentalities required to perform
the Services Assigned personnel employed by Consultant are for its account only, and in
no event shall Consultant or personnel retained by it be deemed to have been employed by
City of engaged by City for the account of, or on behalf of City Consultant shall have no
authority, express of implied, to act on behalf of City in any capacity whatsoever as an
agent, not shall Consultant have any authority, express or implied, to bind City to any
obltgation
84 This Agreement may be terminated by City, in its sole discretion, by providing not less
than five (5) days prior written notice to Consultant of City's intent to terminate If this
Agreement is terminated by City, an adjustment to Consultant's compensation shall be
made, but (1) no amount shall be allowed for anticipated profit of unperformed Services,
and (2) any payment due Consultant at the time of termination may be adjusted to the extent
of any additional costs to City occasioned by any default by Consultant Upon receipt of a
termination notice, Consultant shall immediately discontinue its provision of the Services
and within five (5) days of the date of the termination notice, deliver or otherwise make
available to City, copies (in both hard copy and electronic form, where applicable) of
project related data, design calculations. drawings_ specifications, reports, estimates,
summaries and such othet information and materials as may have been accumulated by
Consultant in performing the Services Consultant shall be compensated on a pro -rata basis
fot Services completed up to the date of termination
85 Consultant shall maintain books, ledgers. invoices, accounts and othei records and
documents evidencing costs and expenses related to the Services for a pettod of three (3)
years, or foi any longet period required by law, from the date of final payment to Consultant
pursuant to this Agreement Such books shall be available at reasonable tines for
examination by City at the office of Consultant
86 This Agreement, including the Exhibits incorporated herein by reference. represents the
entire agreement and understanding between the Parties as to the matters contained herein.
and any prior negotiations written proposals or verbal agreements relating to such matters
are superseded by this Agreement Except as otherwise provided for herein, any
amendment to this Agreement shall be in writing, approved by City and signed by City and
Consultant
87 This Agreement shall be governed by and construed in accordance with the laws of the
State of California
8 8 hone of more of the sentences, clauses, paragraphs or sections contained in this Agreement
is declared invalid. void or unenforceable by a court of competent jurisdiction, the same
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PS 1 F (1 -24 19)
shall be deemed severable from the remainder of this Agreement and shall not affect,
impair or invalidate the remaining sentences, clauses, paragraphs or sections contained
herein, unless to do so would deprive a Party of a material benefit of its bargain under this
Agreement
IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have
signed in confirmation of this Agreement
CITY OF REDLANDS
By. 5
Denise Davis, Mayor Pro Tenn
Attest
kne Donaldson, City Cleric
6
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ADMINSURE, INC.
By
Alithia Vargas -Flores, President
EXHIBIT "A"
PLAN ADMINISTRATION SERVICES
EXAMINING SERVICES
Consultant shall provide complete administration services including, but
not limited to
a Review and process all clams for Workers' Compensation benefits
in accordance with the requirements of the California Department of
Industrial Relations for reporting and notification
b Determine the compensability of clamed injuries and illnesses in
accordance with the California Workers' Compensation laws
c Determine eligibility and authorize payments of medical benefits
and authorize examinations to determine the nature and extent of
disability when appropriate
d Determine the eligibility for and authorize payment of temporary
disability compensation in coordination with medical advice and
rehabilitation efforts
e Determine the degree of permanent disability, if any, of injured
workers utilizing, as necessary and desirable, advisory ratings of
the Permanent Disability Rating Bureau
f Authorize the payment of permanent disability compensation and
death benefits in accordance with advisory ratings, orders of the
Workers' Compensation Appeals Board, Compromise and Release
settlements and Litigation Avoidance Programs
g When appropriate, refer litigated cases to attorneys utilizing an
agreed listing of legal firms, assist in the preparation of litigated
cases, negotiations of Compromise and Release settlements and
subrogation actions
h Maintain current estimates of costs of all anticipated benefits and
related expenses on each case
€ Investigate or arrange for investigation of, as necessary and
appropriate questionable cases and the status of disabled
employees in order to adjust all cases and to assist in the trial or
settlement of litigated cases Authorization for outside investigation
is subject to approval by the City of Redlands
j When medically appropriate, develop rehabilitation programs for
injured employees for approval by the City of Redlands, the
employee and other agencies to provide rehabilitation retraining, or
reassignment for employees with physical or performance limitation
resulting from industrial injuries
k Provide monthly reports to the City of Redlands that will set forth
requested accounting and statistical data to allow the City of
Redlands to interpret and evaluate their claims and safety
A-9
Programs Reports shall be delivered within 15 days of the close of
each calendar month
I Notification of the City of Redlands excess insurers of all claims
which exceed the City of Redlands self-insurance retention limit
Maintain liaison between the insurance carriers and the City of
Redlands on matters affecting the adjustment of such claims
m Prepare the City of Redlands Self -Insured Annual Report in a timely
fashion for submission to the Department of Self -Insurance Plans
prior to the October ist deadline
2 Non -staff expenses such as legal costs and fees, investigations and
rehabilitation vendor fees, the cost of employing experts for professional
advise, opinion or testimony, and similar costs normally considered as
Allocated Loss Expenses are not included in the compensation to
Consultant as hereinafter set forth Such expenses are chargeable as part
of the claims cost as is the custom under insured plans when computing
losses for experience rating retrospective rating or dividend computation,
and are paid by the City of Redlands
3 Consultant shall provide at least the following legal support services on
each claim wherein the claimant has commended litigation Upon
notification by the City that an Application for Adjudication has been filed,
Consultant shall attempt to settle the claim directly with the employee's
attorney without litigation If litigation becomes imminent, an attorney
specializing in the defense of Workers' Compensation claims shall be
retained to represent the City of Redlands Upon request of the City of
Redlands, Consultant shall provide all information and files concerning
said attorney
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EXHIBIT "B"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employee, except the ,State, shall secure the payment of compensation in one of more of the
following ways
(a) By being insured against liability to pay compensation by one or more insurers duly
authorized to write compensation insurance in this State
(b) By securing from the Directoi of Industrial Relations a certificate of consent to
self -insure, either as an individual employer, or as one employer in a group of
employers, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self -insure and to pa} any compensation that
may become due to his or her employees
CHECK ONE
I am aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against liability foa Workers' Compensation oe to undertake self-insurance
in accordance with the provisions of that Code, and 1 will comply with such provisions before
commencing the performance of the work and activities required or permitted under this
Agreement (Labor Code §1861)
ZI affirm that at all times, in performing the work and activities required of permitted under
this Agreement, I shall not employ any person in any manner such that I become subject to the
workers' compensation laws of California However, at any time, if I employ any person such that
I become subject to the workers' compensation laws of California, immediately I shall provide the
City with a certificate of consent to self -insure, or a certification of workers' compensation
insurance
I certify under penalty of penury under the laws of the State of California that the information and
representations made in this certificate are true and correct
ADMINSURE INC Date�f
By
Alithia Vargas -Fiore resident
I1