HomeMy WebLinkAboutContracts & Agreements_112-2016 AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of services associated with AdminSure, Inc..
("Agreement") is made and entered in this July 1, 2016 ("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 third party claims administration services for
City's Self-Insured Workers' Compensation Program (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.
3.2 City designates Tommi Ng, Human Resources 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—PERFORMANCE OF SERVICES
4.1 Consultant shall perform and complete the Services in a prompt and diligent manner.
The Services shall commence within ten (10) days of the Effective Date of this
Agreement.
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4.2 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 for the same. It shall be the obligation of Consultant to
obtain a copy of such policy from City Staff.
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 Two Thousand Nine Hundred
Dollars ($102,900). City shall pay Consultant in monthly progress payments for the
Services performed for each billing period in the amount of Eight Thousand Five
Hundred Seventy Five Dollars ($8,575).
5.2 Compensation for Consultant's performance of the Services for the second twelve
months of this Agreement shall not exceed the amount of One Hundred Three Thousand
Nine Hundred, Thirty Two Dollars ($103,932). City shall pay Consultant in monthly
progress payments for the Services performed for each billing period in the amount of
Eight Thousand Six Hundred Sixty One Dollars ($8,661).
5.3 Compensation for Consultant's performance of the Services shall not exceed the amount
of One Hundred Four Thousand Nine Hundred Sixty Four Dollars ($104,964). City shall
pay Consultant in monthly progress payments for the Services performed for each billing
period in the amount of Eight Thousand Seven Hundred Forty Seven Dollars ($8,747).
5.4 Consultant shall submit monthly invoices to City describing the Services performed
during the preceding month. City shall pay Consultant no later than thirty (30) days after
receipt and approval by City of Consultant's invoice.
5.5 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 (i) on the date
of delivery in person; (ii) five (5) days after deposit in first class registered mail, with
return receipt requested; (iii) on the actual delivery date if deposited with an overnight
courier; or (iv) on the date sent by facsimile, if confirmed with a copy sent
contemporaneously by first class, certified, registered or 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:
Ci Consultant
Tommi Ng, Human Resources 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
PO. Box 3005 (mailing) Diamond Bar, CA 91765
Redlands, CA 92373
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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 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 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.
6.3 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
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 secure and maintain business auto liability coverage, with minimum
limits of One Million Dollars ($1,000,000) per 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.
6.6 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 or omission by, or the willful misconduct of, Consultant, or 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
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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 a governmental decision whether to:
(i) approve a rate, rule or regulation, or adopt or enforce a City law;
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize the 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 or similar item;
(vi) adopt or 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 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,
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 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 inhouse counsel by a Party.
8.2 Consultant shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms and conditions of this Agreement.
8.3 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
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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 its agents shall have
control over the conduct of Consultant or Consultant's employees, except as herein set
forth. Consultant shall supply all 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, 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 upon
completion and acceptance of the Services by City. 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 or 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
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.
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 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.
8.8 This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
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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 authorized representatives of City and Consultant have signed
in confirmation of this Agreement.
CITY OF REDLANDS NAME
By:
�U
'031
Paul W. Foster, Mayor Alithia Vargas- ores, Vice President
Attest:
Sam IrQiV,City Clerk
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EXHIBIT"A"
PLAN ADMINISTRATION SERVICES
EXAMINING SERVICES
1. Consultant shall provide 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 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.
i. 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-1
programs. Reports shall be delivered within 15 days of the close of
each calendar month.
1. 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 1"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"
WOR KE RS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or 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 Director 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 pay any compensation that
may become due to his or her employees.
CI IECK�M
I an-1 aware, of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against liability for Workers' Compensation or to undertake self-
insurance in accordance with the provisions of that Code, and I will comply with such provisions
before commencing the performance of the work and activities required or permitted under this
Agreement. (Labor Code §1861).
I affirm that at all times, in performing the work and activities required or 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 perjury under the laws of the State of California that the information
and representations made in this certificate are true and correct.
Name of Company Date:
By:
Alithia Vargas-Flores, Vice President
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