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21-049 Amendment #1 dated 6-26-23 Consulting Services Agreement with Sedgwick Claims Management Services, Inc for Workers’ Compensation Services31737 1 FIRST AMENDMENT TO AGREEMENT 21-049 BETWEEN THE CITY OF CUPERTINO AND SEDGWICK CLAIMS MANAGEMENT SERVICES, INC. FOR WORKERS COMPENSATION SERVICES This First Amendment to Agreement 21-049 between the City of Cupertino and Sedgwick Claims Management Services, Inc., is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and Sedgwick Claims Management Services, Inc., a corporation (“Contractor”) whose address is 8125 Sedgwick Way, Memphis, TN 38125, and is made with reference to the following: RECITALS: A. On April 29, 2021 Agreement 21-049 (“Agreement”) was entered into by and between City and Contractor for workers Compensation services. B. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. Paragraph 3 of the Agreement is modified to read as follows: 3.1 Time of Performance. This Agreement begins on July 1, 2023 (the “Effective Date”) and ends on June 30, 2026 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the Effective Date and shall be completed by June 30, 2026. At the end of the term, the City shall have options to extend the term on a year-to-year basis up to an additional (2) years. The City shall exercise each one-year option by providing written notice to the Contractor at least thirty (30) days prior to the expiration of the applicable term. Upon exercise of the option, the parties will amend Section 4.1 to reflect the increase in the contract compensation, if applicable. The City’s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit A. Exhibit A to the Agreement is replaced with new Exhibit A-1 attached hereto. 31737 2 2. Paragraph 4 of the Agreement is modified to read as follows: 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $169,204.00 (“Contract Price”), based upon the Scope of Services in Exhibit A-1 and the budget and rates included in Exhibit A-1, compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City which approval shall not be unreasonably withheld, delayed or conditioned. 3. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO SEDGWICK CLAIMS MANAGEMENT SERVICES, INC. By By Title Title Date Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date Item Amount Original Contract $82,717.00 1ST Amendment $86,487.00 Total 169,204.00 Vice President 06/26/23 Director of Administrative Services 06/26/23 Christopher D. Jensen 06/26/23 31737 3 EXHIBIT A-1 SERVICE FEES City shall pay the following fees on a life of contract basis for services provided during the term of this Agreement. During the term of this Agreement, the City shall pay Contractor for services rendered on behalf of the City a fee of: $28,120 for the initial 12-month period of this Agreement. Fees for year two (2) and three (3) are $28,823 and $29,544 respectively. In addition, the City may elect to extend an additional two years with Option Year 1 at $30,283 and Option Year 2 at $31,040 annual rates upon terms and conditions mutually agreeable to both parties. Services of the Account Executive, along with phone claim reviews, are provided at no additional charge. Contractor’s Annual Fee is a guaranteed flat annual fee and applies to claims administration services provided during the 12-month contract term. Any additional administration beyond the initial 12- month contract term will be subject to an additional negotiated flat annual fee or other mutually agreed upon rate structure. If there is a significant increase in claims volume, we may propose additional charges. If City agrees to such additional charges, the fees will be adjusted accordingly. If City does not agree to such charges, Contractor will have the right to terminate services on 60 days’ notice. 1. Annual Fees: A. Contractor will provide workers compensation claims handling at the following rates: B. For purposes of this Agreement, an “Indemnity Claim” shall mean any workers’ compensation Qualified Claim:  For which a payment is made or reserve is posted under the indemnity portion (i.e. not medical and not expense) of the Qualified Claim or there is time lost from work;  For which an application for adjudication of a claim or hearing notice is received or otherwise involves litigation or communication from or to a petitioner’s attorney;  Where incurred medical costs exceed $3,000;  That is denied;  For which City requests to be investigated or classified as an Indemnity Claim; 31737 4  That Contractor determines additional investigation is necessary to determine compensability, to comply with applicable laws, or both;  For which subrogation is investigated or pursued; or  That is open longer than twelve months. C. For purposes of this Agreement, a “Medical Only Claim” shall mean any workers’ compensation Qualified Claim which is not an Indemnity Claim or an Incident Only. D. For purposes of this Agreement, an “Incident Only” shall mean claims reported by City that require no payment or activity other than generating a record in the data management system. These claims carry no reserves and no contacts are made by Contractor. If contacts are required on incident only cases, additional fees will apply. E. City acknowledges that if an Incident Only Claim is converted to another claim type, then City shall pay the difference in the per claim fee between the per claim fee already paid and the applicable per claim fee after the claim’s conversion. 2. Miscellaneous Charges: City shall pay the following fees for services provided during the period beginning on July 1, 2023 and ending on June 30, 2026: A. One monthly data file in Contractor Standard layout to a single carrier is included at no charge. Additional standard data files are charged $225 per month for monthly file, $645 per month for weekly file or $1,945 per month for daily file. B. Intake by an y means other than utilizing Contractor Call Center or web reporting technology (i.e. fax, e-mail) will incur a fee of $24 per report. C. viaOne Basic or Advanced OSHA access is provided for an implementation fee of $7,000; $490 per user per year; and $16 or $33 per incident. This is an optional service. D. viaOne access, which includes 4 users, is provided for a fee of $870 per year. Additional access is available for a fee of $870 per user per year. Contractor will make available, through Contractor’s proprietary claims system, claim-related data with “web-enabled” access. City will have “view only” access to the system for the term specified or as contemplated in Section 5(C) of this Agreement. City will bear responsibility for its own hardware, software, connection and similar costs for accessing the electronic claims management system. 31737 5 4. Care Management Fee Schedule: All claim administration fees and services contemplate the deployment of Contractor’s managed care services for all bill review and case management services. Managed care fees are detailed below. Fees may change from time to time upon 60 days’ written notice. 31737 6 31737 7 31737 8 5. SIU Service Fees: The charges set forth below are the current fees for the services listed, and these fees may change from time to time upon sixty days’ prior written notice to City: Service name Price Research services Social media investigation $275 Smart plus investigation $475 Comprehensive background $525 Canvassing services $250 Skip tracing/individual locate $315 Asset check $225 Criminal and civil check $135 plus cost of records Additional counties or names: $75 (per county or name) Records request $100 plus cost of records Social media monitoring $25 per week of monitoring Other research services Quote upon request Surveillance services Surveillance $95 per hour (portal to portal): All other states $100 per hour (portal to portal): California, Hawaii, and New York Mileage charged at IRS standard mileage rate Additional expenses to hourly rate: Report writing (up to 1/2 hour per day at standard surveillance rates) Pre-surveillance investigation: $85 License plate searches: $20 (post prelim) Unmanned surveillance $750 per day (three-day minimum) Deployment and extraction of stationary device: $95 per hour: All other states $100 per hour: California, Hawaii, and New York Mileage charged at IRS standard mileage rate Video copies $100 per additional copy plus shipping Field services Alive and well check - in person $425: All other states $450: California, Hawaii, and New York Alive and well check - virtual interview $125 Activity check $450: All other states $475: California, Hawaii, and New York AOE/COE Recorded statement Scene investigation Trial/deposition $95 per hour (portal to portal): All other states $100 per hour (portal to portal): California, Hawaii, and New York Mileage charged at IRS standard mileage rate International investigations Quote upon request Other field services Quote upon request Assessment services 31737 9 Service name Price Suspect file review $125 per hour Fraud investigation (includes state reporting) $125 per hour Red flag analytics review $125 per hour Other assessment services Quote upon request 6. Subrogation and Other Recoveries: A. Contractor shall pursue recoveries for subrogation, second injury funds, and other applicable special funds such as supplemental state funds, COLA reimbursements, retro funds, and other similar funds. City shall pay Contractor twenty-five percent (25%) of the recovery received. All fees and expenses, including attorneys’ fees or investigations, for pursuit of any recovery shall be charged to the appropriate Qualified Claim file as an allocated loss adjustment expense. B. As determined by the parties, Contractor shall either: a. Deposit the recovery funds and issue payment from Contractor’s accounts payable system to City for the net recovery (less Contractor’s fee). Contractor will deposit the net recovery check into the City’s loss-funding account or forward it directly to the City; or b. Deposit the recovery funds into the City’s loss-funding account and Contractor shall receive payment from the claim file or directly from City. 7. MMSEA/SCHIP Medicare Reporting Fee: The charges set forth below are the current fees for the services listed, and these fees may change from time to time upon sixty days’ prior written notice to City: One time $9 charge per claim for claims involving bodily injuries (WC, liability, no fault). 8. Loss Control Service Fees: The Loss Control services and fees are detailed below. Fees may change from time to time upon sixty (60) days’ prior written notice to City. SERVICE FEE Analytics services $190.00 per hour Risk assessments - Safety audits $160.00 per hour Risk consultative services $160.00 per hour Safety training $160.00 per hour $1,240.00 per day Travel rate for Loss Control services $85.00 per hour Industrial hygiene Available upon request and subject to separate terms and conditions. Reimbursement of Costs and Expenses: The following items will be billed “at cost” with no markup, with prior City approval:  Tolls, Ferries, Parking, Shipping, Meals, Hotels, Airfare, etc. Custom Programming: Any custom programming to accommodate special needs will be billed at Contractor’s programming rate of $185 per hour. Any custom programming projects including fee arrangement will be agreed upon by 31737 10 both the City and Contractor prior to the start of said project. Examples of custom programming are custom import/exports, specialized management reports, etc. 9. Payment Terms: City acknowledges that all fees set forth in the Agreement are due and payable within thirty (30) days of the invoice. Any and all past due fees will incur interest at the rate of 1.5% per month, unless otherwise prohibited by law. City acknowledges that in the event Contractor undertakes collection proceedings for any outstanding fees, then City will reimburse Contractor for all costs associated with such collection action, including a reasonable attorney fee and court cost. 31737 11 MANAGED CARE SERVICE SCHEDULE City has chosen the following managed care services, as defined herein: (1) Provider Fee Management - The bill review process reviews bills against up-to-date and accurate mandated state fee schedules or the usual and customary (“UCR”) data base, whichever is appropriate, to reveal excessive, duplicate, or inappropriate charges. (2) Preferred Provider Organization (“PPO”) Networks - Contractor will arrange for access and channeling to national and regional PPO networks including specialty networks (Diagnostics, Physical Therapy, etc.) under the managed care program in conjunction with the Provider Fee Management service. (3) Hospital Bill Review - Hospital or outpatient non-PPO bills will be reviewed by a nurse for possible errors or excessive charges relative to the patient’s medical diagnosis at Contractor’s or City’s request. (4) Out of Network Bill Review – Bills from out of network health care providers will be reviewed, and if appropriate a negotiation with the billing provider will be pursued. Additionally, inpatient and outpatient procedures that are not addressed by an individual state’s fee schedule or UCR will be repriced to a geographically driven and cost to charge repricing database to determine appropriate reimbursement. (5) Specialty Usual and Customary Review – Contractor’s vendors will apply geographic charges (fee for same procedure charged by other providers in same area) and cost to charge ratios (actual cost to provider for procedure or hospital stay v. amount charged) to determine reimbursement of medical services billed that are not addressed within the jurisdictional fee schedule or usual and customary reimbursement. (6) Field Case Management and Crisis Care - Contractor will assign appropriate cases for field medical, crisis care, and vocational management services. (7) Utilization Review, which includes the following components: (a) Prospective Review - a review prior to treatment or admission conducted by an experienced registered nurse to validate or negotiate the necessity, setting, frequency, intensity and duration of care delivery. (b) Concurrent Review - during the course of treatment, a review of treatment and planned procedures and establishment of target completion dates. (c) Retrospective Utilization Review- a review post treatment conducted by an experienced registered nurse to identify inappropriate treatment utilization. (d) Peer Review - physician-to-physician contact to resolve treatment and diagnosis questions. 31737 12 (8) Prescription Services – Pharmacy program made available to City’s employees whereby a network of pharmacies, local to Employer sites/employee residences will provide prescription medications related to the work related injury with no out of pocket expenses to the employee. (9) Pharmacy review services include a review of all current medications prescribed to the claimant as well as a review of over the counter medication being taken by the claimant. The purpose of the review is to evaluate whether the medications prescribed to and/or taken by the claimant are appropriate for treatment of the injury or ailment which is the subject of the underlying claim being administered by Contractor. (10) Telephonic Case Management - Contractor will assign appropriate cases for telephonic medical, vocational/return to work, or behavioral health management services. (11) Complex file review (nurse review) - Hospital or outpatient non-PPO bills that meet specific, pre-established criteria may be reviewed by a nurse for possible errors or excessive charges relative to the patient’s medical diagnosis. 31737 13 CALL CENTER SERVICE SCHEDULE 1. Contractor will perform the following call center services: A. Provide to the City a toll free number owned by Contractor to be used by City and its employees to access the Contractor telephonic claims intake center during the term of the Agreement between City and Contractor regarding a claims administration program for City’s Program as defined in Exhibit A. B. Shall fill out the appropriate form as required by an applicable program or statute. C. Provide a copy of the form to City via fax, mail, or electronically as agreed with City. D. Provide a copy of the form via fax, or electronically to the Contractor office responsible for managing the loss, as necessary. 2. City agrees that: A. City shall provide Contractor in a timely manner information to facilitate distribution of report copies by Contractor. B. City shall pay to Contractor a service fee which, in the initial term of this Agreement, shall be computed and payable as shown in Exhibit B, attached hereto and made a part hereof, plus applicable taxes, if any. 31737 14 SIU SERVICE SCHEDULE Contractor Special Investigations Unit (“Contractor SIU”) will provide centralized management of investigative service vendors and will maintain a national vendor list of approved service providers based upon City or local Contractor office preference. Contractor SIU will establish quality benchmarking and ensure its vendors are properly licensed and maintain insurance coverage as mandated in vendor agreements with these firms. Contractor SIU will serve as a central referral and coordination unit providing the following SIU services for the fees itemized in Exhibit B: 1. Assessment services including case review, consultation, action plan development, state fraud filing, claim file demand and fraud packaging. 2. Field services including surveillance, activity checks, alive and well checks, and on-site investigations including recorded statements, AOE/COE, and scene investigations. 3. Research services including comprehensive background checks, internet searches, facility canvasses public records, skip tracing, criminal, civil and asset checks. 4. SIU compliance services including carrier and state annual reporting and fraud awareness training. 5. And, other services as outlined in Exhibit B. 31737 15 OSHA DATABASE SERVICE SCHEDULE Basic case demographic data (name, address, etc.) will be loaded when a claim is set up in JURIS®. Any changes or updates in JURIS® are updated in viaOne® OSHA. City cannot modify any of the demographic data in viaOne® OSHA. Special OSHA fields will be loaded in the initial load if populated in the JURIS® OSHA screen. City can input and modify all of this data in viaOne® OSHA. City will make the OSHA recordability determination and record it in viaOne® OSHA. New cases come in to viaOne® OSHA as “Undetermined”. Time away from work and days of restricted work activity are not loaded. The City can enter and modify all data in the viaOne® OSHA Work Status screens. Manual Adds: This feature allows the user to manually add a case that does not exist as a workers’ compensation JURIS® claim. OSHA 300 logs, the OSHA 300A, and the OSHA 301 forms as well as BLS Surveys and DART/Incident Reports can be produced at any time. For Citys using SHARPS module, CA SHARPS reports and non-CA SHARPS reports logs can be generated at any time. The SIC/NAICS code, industry description, federal employer identification number, number of employees, and hours worked data for the OSHA 300A are provided by the City and can be uploaded directly by the City into viaOne® OSHA. City elects to include the SHARPS module as an operational feature of its OSHA recordkeeping services with Contractor. The City will make all the SHARPS updates in viaOne® OSHA. The charges for this service are the current fees for the services listed and may change from time to time upon sixty days’ prior written notice to City. If City has insured workers’ compensation claims in ND, OH, WA, or WY, City acknowledges that unless alternate arrangements are made with Contractor, City will manually add recordable cases for the applicable state(s) in the viaOne OSHA application and maintain responsibility for recordkeeping on those cases. Contractor will provide training to City users on how to accomplish these tasks in viaOne OSHA. 31737 16 MEDICARE REPORTING SERVICES SCHEDULE To assist the City in fulfilling City’s Medicare beneficiary reporting obligations under Medicare, Medicaid and State Children’s Health Insurance Program Extension Act of 2007 (“MMSEA”) Section 111 as set forth in 42 U.S.C. §1395y(b)(7)&(8) and the CMS User Guide (“User Guide”) published on March 16, 2009 (and as amended and revised), Contractor will perform the following reporting services: 1. Contractor will electronically interface with the Centers for Medicare and Medicaid Services (“CMS”) to capture and report data in the format prescribed by the CMS Specifications. 2. Contractor will report directly to CMS on behalf of City as an Account Designee (reporting agent), as such term is defined in the CMS User Guide as amended from time to time by CMS. 3. City will be considered a Responsible Reporting Entity (“RRE”) as that term is defined in the User Guide. a. City will be responsible for maintaining a valid RRE Identification Number as described in the User Guide and is a condition precedent to Contractor preforming the duties under this section. Failure to maintain the RRE Identification Number will result in Contractor’s inability to properly report claims on behalf of the City. Contractor assumes no responsibility for maintaining a valid RRE Identification Number on behalf of the City. 4. Contractor will assist City as follows: a. Contractor will electronically interface with the Centers for Medicare and Medicaid Services (“CMS”) to capture and report data in the format prescribed by the User Guide. b. Contractor will report directly to CMS on behalf of the City as an Account Designee (reporting agent), and/or Account Manager as such term is defined in the User Guide. c. Contractor will prepare the required data files and submit them to CMS on a periodic b asis in order to properly query and report the appropriate files as defined in the User Guide. 5. Contractor will be responsible for payment of any and all fines assessed to City regarding compliance with the Medicare beneficiary reporting requirements of Medicare, Medicaid and SCHIP Extension Act of 2007 that relate to the negligent acts or omissions of Contractor except to the extent that: a. Such fines or penalties are the direct result of specific direction given by City and/or its agent or the actions or omissions of City and/or its agent; or b. Contractor did not receive information from City that is essential to the performance of the duties set forth herein in a timely manner so as to be able to comply with the terms of this Agreement. 31737 17 LOSS CONTROL SERVICES SCHEDULE A. Description of the Services: (1) Upon the request of City, Contractor shall provide loss control services (“Loss Control Services”) which may include, but are not limited to, the following: a. Injury trend review. b. Job hazard analysis. c. Safety program review and development. d. Work site inspections and recommendations. e. OSHA compliance consultation: i. Review of OSHA required programs and ii. Mock OSHA. f. Safety training: i. Injury trend specific training: 1. Materials handling; 2. Slip, trip, and fall prevention; and 3. Laceration and contusion prevention. ii. General safety training; and iii. OSHA compliance awareness training. Loss Control Services exclude expert witness testimony; any request to conduct work that would be protected by the attorney City privilege; any loss control or safety training not tied specifically to workers’ compensation risks; and any other work not specifically mentioned in this definition. (2) Contractor will provide the Loss Control Services requested by City on an account by account, location by location basis. Contractor may refuse a Loss Control Services request, so long as notice is provided to City within seven business days of Contractor’s receipt of said request. (3) Contractor will provide City with a written report (“Report”) on each visit, setting forth observations, findings, and recommendations, on or before the due date for the project set out in the specific account servicing instructions, unless otherwise mutually agreed in writing after notice to City of circumstances causing a possible delay beyond such due date in providing the Loss Control Services, which will contain copies of all documents, notes, and other materials relating to the Loss Control Services provided by Contractor. All such materials and all reports and correspondence shall be the sole property of City. (4) In any Report prepared for or provided to the City, Contractor agrees to provide written notice that the loss control survey is not designed to, and does not, identify all potentially unsafe practices or conditions, code violations, and other defects and that City is responsible for independently identifying and rectifying any unsafe practices or conditions, code violations, and defects on its premises and in its operations. B. Disclaimers and Limitations: 31737 18 (1) All inspections, observations, and recommendations by Contractor in its reports are advisory only and intended solely for the purpose of assisting the City in its decisions about whether to implement any such inspections, observations and recommendations in its loss control and safety procedures. Any such decisions are the sole responsibility of the City. (2) All observations and recommendations in any report are based upon (i) practices and conditions of the City inspected by Contractor and (ii) written and/or verbal information provided by the City to Contractor. (3) Contractor has not undertaken to verify, and does not warrant or represent, the accuracy or completeness of any such practices, conditions, information, or that any workplaces, operations or machinery are safe. (4) Contractor does not represent or warrant that the observations and recommendations in any Report are fully compliant with local, state or federal laws or regulations applicable to practices and conditions inspected by Contractor. The City is advised to seek legal advice about any such laws or regulations. (5) Any Report, observation, or recommendation provided by Contractor, is for the sole benefit and use of the City and may not be relied upon by any person or entity other than the City. 31737 19 Allocated Loss Adjustment Expenses: Contractor will arrange for various services and other costs as agent for City. These costs are referred to as Allocated Loss Adjustment Expenses (ALAE). A list of these expenses follows. Payment of ALAE is the responsibility of the City. Contractor’s fees do not cover ALAE, and Contractor is under no obligation to pay ALAE with its own funds.  Fees of outside counsel for claims in suit, coverage opinions and litigation and for representation at hearings or pretrial conferences  Fees of court reporters  All court costs, court fees and court expenses  Fees for service of process  Costs of undercover operatives and detectives  Costs for employing experts for the preparation of maps, professional photographs, accounting, chemical or physical analysis, diagrams  Costs for employing experts for the advice, opinions or testimony concerning claims under investigation or in litigation or for which a declaratory judgment is sought  Costs for independent medical examination or evaluation for rehabilitation  Costs of legal transcripts of testimony taken at coroner’ s inquests, criminal or civil proceeding  Costs for copies of any public records or medical records  Costs of depositions and court reported or recorded statements  Costs and expenses of subrogation  Costs of engineers, handwriting experts or any other type of expert used in the preparation of litigation or used on a one-time basis to resolve disputes  Witness fees and travel expenses  Costs of photographers and photocopy services  Costs of appraisal fees and expenses (not included in flat fee or performed by others)  Costs of indexing claimants  FROI/SROI Submission  Services performed outside of our normal geographical regions  Costs of outside investigation, signed or recorded statements  Out of the ordinary expenses incurred in connection with an individual claim or requiring meeting with City  Any other extraordinary services performed by us at City’s request  Investigation of possible fraud including SIU services and related expenses 31737 20  Any other similar cost, fee or expense reasonably chargeable to the investigation, negotiation, settlement or defense of a claim or loss or to the protection or perfection of the subrogation rights of City. Contractor may, but need not, elect to utilize its own staff or affiliated entities to perform any of these services. Associated fees and costs will be charged as ALAE. Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Jan. 2022 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 10 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self- insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease.  Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Form Updated Jan. 2022 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY D 2,000,000 09/30/2023 20CSEC75302 X 20 WN C75308 (AK,ID,MT,MN) ATL-005079358-10 1,000,000 5,000,000 20WBRC75301 (MA, WI) X 30104 5,000,000 N 09/30/2022 X09/30/2022 Hartford Insurance Company of the Midwest 2 09/30/2023 B 10120 09/30/2023 k.angus@marsh.com 20CSEC75305 AOS F 10,000,000 22357 2,000,000 X 29459 Hartford Underwriters Insurance Company 1,000,000 X X 09/22/2022 09/30/2022 09/30/2022 City of Cupertino is included as Additional Insured with Respect to General and Automobile Liability where required by written contract. This Insurance is Primary & Non-Contributory Over Any Existing Insurance and Limited to Liability Arising Out of the Operations of the Named Insured and where required by written contract with Respects to General Liability. Waiver of Subrogation is Applicable where required by written X 09/30/2022 Cupertino, CA 95014 City of Cupertino Everest National Insurance Co 10,000 contract with Respects to General Liability, Auto Liability and/ or Workers Compensation where required by written contract. A Hartford Accident & Indemnity Co. E Twin City Fire Insurance Co CN101395638--GAWU-22-23 0 09/30/2023 2,000,000 XC5CU00153-221 09/30/2023 C 20CSEC75307 HI 4,000,000 19682 2,000,000 1,000,000 20WNC75300 (AOS) 6410 Poplar Ave Suite 540 *Marsh USA Inc. X Memphis, TN 38119 8125 Sedgwick Way Sedgwick LP and Subsidiaries Memphis, TN 38125 X X 09/30/2022 10300 Torre Avenue 09/30/2022 A Karen Angus 09/30/2023 37478 09/30/2023 (901) 684-3725 Hartford Fire Insurance Co Consulting Services Agreement with Sedgwick Claims Management Services, Inc for Workers’ Compensation Services Final Audit Report 2023-06-27 Created:2023-06-26 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAUcYdtfAcpCe86ye8Ufn3bOZOK2Gvc6qW "Consulting Services Agreement with Sedgwick Claims Manage ment Services, Inc for Workers’ Compensation Services" History Document created by City of Cupertino (webmaster@cupertino.org) 2023-06-26 - 10:19:27 PM GMT- IP address: 35.229.54.2 Document emailed to Janet Liang (janetl@cupertino.org) for approval 2023-06-26 - 10:20:53 PM GMT Email viewed by Janet Liang (janetl@cupertino.org) 2023-06-26 - 10:21:02 PM GMT- IP address: 104.47.73.254 Document approved by Janet Liang (janetl@cupertino.org) Approval Date: 2023-06-26 - 10:21:11 PM GMT - Time Source: server- IP address: 73.158.94.229 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2023-06-26 - 10:21:12 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2023-06-26 - 10:28:44 PM GMT - Time Source: server- IP address: 73.170.104.117 Document emailed to J. Edward Peel (ed.peel@sedgwick.com) for signature 2023-06-26 - 10:28:46 PM GMT Email viewed by J. Edward Peel (ed.peel@sedgwick.com) 2023-06-26 - 11:33:37 PM GMT- IP address: 104.47.73.126 Document e-signed by J. Edward Peel (ed.peel@sedgwick.com) Signature Date: 2023-06-26 - 11:33:58 PM GMT - Time Source: server- IP address: 174.230.151.117 Document emailed to Kristina Alfaro (kristinaa@cupertino.org) for signature 2023-06-26 - 11:33:59 PM GMT Email viewed by Kristina Alfaro (kristinaa@cupertino.org) 2023-06-26 - 11:35:29 PM GMT- IP address: 104.47.74.126 Document e-signed by Kristina Alfaro (kristinaa@cupertino.org) Signature Date: 2023-06-26 - 11:36:24 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to christopherj@cupertino.org for signature 2023-06-26 - 11:36:26 PM GMT Email viewed by christopherj@cupertino.org 2023-06-26 - 11:36:51 PM GMT- IP address: 104.47.73.126 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2023-06-26 - 11:37:17 PM GMT- IP address: 136.24.22.111 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2023-06-26 - 11:37:19 PM GMT - Time Source: server- IP address: 136.24.22.111 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2023-06-26 - 11:37:21 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2023-06-27 - 0:22:53 AM GMT- IP address: 104.47.73.254 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2023-06-27 - 0:23:01 AM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2023-06-27 - 0:23:01 AM GMT