HomeMy WebLinkAboutContracts & Agreements_98-2012_CCv0001.pdf AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of workers' compensation plan administration services
("Agreement") is made and entered into this 3rd day of July, 2012 ("Effective Date"), by and
between 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
1.1 City hereby engages Consultant to provide workers' compensation plan administration
services for City's Human Resources Department(the "Services").
1.2 The Services shall be performed by Consultant in a professional manner, 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
2.1 The 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.
2.2 Consultant shall comply with applicable federal, state and local laws and regulations in
the performance of this Agreement including, but not limited to State prevailing wage
laws.
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.
12 City designates Kimberlee J. Braun, City's Human Resources/Risk Manager. 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 performance of the Services.
ARTICLE 4—DURATION OF AGREEMENT
4.1 The term of this Agreement shall be from July 3, 2012 through June 30, 2013.
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ARTICLE 5 —PAYMENTS TO CONSULTANT
5.1 The total compensation for Consultant's performance of the Services shall be in the
amount of Ninety-Seven Thousand Nine Hundred Thirty-Two dollars ($97,932). City
shall pay Consultant in monthly progress payments for the Services performed for each
billing period in the amount of Eight Thousand One Hundred Sixty-One dollars ($8,161).
5.2 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 project. City
shall pay Consultant no later than thirty (30) days after receipt and approval by City of
Consultant's invoice.
5.3 All notices shall be given in writing by personal delivery or by mail.Notices sent by mail
should be addressed as follows:
Citv Consultant
Kimberlee J. Braun, HR/Risk Manager Alithia Vargas-Flores,Vice President
Human Resources Department AdminSure, Inc.
City of Redlands 1470 South Valley Vista Drive
35 Cajon Street, Suite 10 Suite 230
P.O. Box 3005 (mailing) Diamond Bar, CA 91765
Redlands,CA 92373
When so addressed, such notices shall be deemed given upon deposit in the United States
Mail. Changes may be made in the names and addresses of the person to whom notices
and payments are to be given by giving notice pursuant to this section 5.3.
ARTICLE 6—INSURANCE AND INDEMNIFICATION
6.1 Insurance required by this Agreement shall be maintained by Consultant for the duration
of its performance of the Services. Consultant shall not perform 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.
6.2 Consultant shall secure and maintain Workers* Compensation and Employer's Liability
insurance throughout the duration of its performance of the Services in accordance with
the laws of the State of California, with an insurance carrier acceptable to City.
63 Consultant shall secure and maintain comprehensive general liability insurance with
carriers acceptable to City. Minimum coverage of One Million Dollars ($1,000,000) per
occurrence and Two Million Dollars ($2,000,000) aggregate for public liability, property
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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.
6.4 Consultant shall secure and maintain professional liability insurance throughout the term
of this Agreement in the amount of One Million Dollars ($1,000,000)per claim made.
6.5 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 and negligent act, omission or failure to act by Consultant, its officers, employees and
agents in performing the Services.
ARTICLE 7—CONFLICTS OF INTEREST
7.1 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 in any manner or
degree by the performance of Consultant's Services. Consultant further covenants and
represents that in the performance of its duties hereunder, no person having any such
interest shall perform any Services under this Agreement.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
A. Does not make or participate in:
(i) the making or any City governmental decisions regarding approval of a
rate, rule or regulation, or the adoption or enforcement of laws;
(ii) the issuance, denial, suspension or revocation of City permits, licenses,
applications, certifications, approvals, orders or similar authorization or
entitlements,
(iii) authoring City to enter into, modify or renew a contract;
(iv) granting 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) granting City approval to a plan, design, report, study or similar item,
(vi) adopting, or granting 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 perform the same or substantially the same
duties for City that would otherwise 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, State
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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 or
conditions of this Agreement the prevailing Party shall, in addition to any costs and other
relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the
use of in-house counsel by a Party.
8.2 Consultant shall not assign any of the Services, except with the prior wrritten approval of
City and in strict compliance with the terms and conditions of this Agreement.
8.3 Project related documents, records, drawings, designs, cost estimates, electronic data
files, databases and any other documents developed by Consultant in connection with its
performance of the Services, and any copyright interest in such documents, shall become
the property of City and shall be delivered to City upon completion of the Services, or
upon the request of City. Any reuse of such documents, and any use of incomplete
documents, shall be at City's sole risk,
8.4 Consultant is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor any of its employees
or agents shall have control over the conduct of Consultant or Consultant's employees,
except as herein set forth. Consultant shall supply 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 or engaged by City for the account of, or on behalf, of City.
Consultant shall have no authority, express or implied, to act on behalf of City in any
capacity whatsoever as an agent for City, nor shall Consultant have any authority, express
or implied, to bind City to any obligation.
8.5 Unless earlier terminated as provided for below, this Agreement shall terminate on June
30, 2013; provided, however this Agreement may be terminated by City, in its sole
discretion, by providing twenty (20) days prior written notice to Consultant(delivered by
certified mail, return receipt requested) 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 or unperformed Services, and (2) any
payment dude 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 other information and materials as may have been accumulated by
Consultant in performing the Services. Consultant shall be compensated on a pro-rata
basis for Services completed up to the date of termination,
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8.6 Consultant shall maintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a period of three (3)
years, or for any longer period required by law, from the date of final payment to
Consultant pursuant to this Agreement. Such books shall be available at reasonable times
for examination by City at the office of Consultant.
8.7 This Agreement, including the Exhibit 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, an
amendment to this Agreement shall be in writing, approved by City and signed by City
and Consultant.
8.8 This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
8.9 If one or 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 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 authorizes representative of the City and Consultant have
signed in confirmation of this Agreement.
CITY OF REDLANDS ADMINSURE, INC.
A
A
By:
B y;,4;4 o IfA
f/ As---i
Pete Aguilar, Mayor Alithia Vargas-Fiqres, Vice President
Attest:
Sam Irwin—,Vity Clerk
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EXHIBIT "A"
SCOPE OF SERVICES
EXAMINING SERVICES
1 Consultant shall prov ide complete administration services including, but
not limited to:
a. Review and process all claims 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 claimed injuries and illnesses in
accordance with the California Workers' Compensation laws.
C. Determine eligibility and authorize payments of medical benef its
and authorize examinations to determine the nature and extent of
disability when appropriate.
d. Determine the e ligibility 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 desirab le, advisory ratings of
the Permanent Disability Rating Bureau.
f. Authorize the payment of perm anent disability compensation and
death benefits in acc ordance with advisory ratings, orders of the
Workers' Compensation Appeals Board, Compromise and Release
settlements and Litigation Avoidance Programs.
9- When appropriate, refer litigated cases to attorneys utilizing an
agreed listing of legal firms, assist in the preparation of litigated
cases, negotiations of Compromi se and Release settlements and
subrogation actions.
h. Maintain current estimates of co sts of all anticipated benefits and
related expenses on each case.
i. Investigate or arrange for in vestigation of, as necessary and
appropriate, questionable cas es and the status of disable d
employees in order to adjust all case s 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, dev elop 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 repo its to the City of Redlands that will set forth
requested accounting and statistica I data to allow the City of
Redlands to interpret and eval uate their claims and safety
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programs. Reports shall be delivered within 15 days of the close of
each calendar month.
1. Notification of the Cit y of Redla nds excess insurers of all c laims
which exceed the City of Redlands self-insurance retention limit.
Maintain liaison between the in surance 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 D epartment of Self-insurance Plans
prior to the October I't deadline.
2. Non-staff expenses such as legal costs and fees, investigations and
rehabilitation vendor fees, the cost of employing experts for professiona I
advise, opinion or testimony, and sim ilar costs normally cons idered as
Allocated Loss Expenses are not included in the compensation to
Consultant as hereinafter set forth. Such expens es are chargeable as
part of the claims cost, as is the custom under insured pla ns when
computing losses for expe rience rating, retrospective rating, or divid end
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 se the the claim directly with the employee's
attorney without litigation. If lit igation becomes imminent, an attorney
specializing in the def ense of Workers' Compens ation claims shall be
retained to represent the City of R edlands. Upon request of the City of
Redlands, Consultant shall Prov ide all information and files concerning
said attorney.
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