Loading...
21-049 Sedgwick Claims Management Services, Inc., Workers' Compensation ServicesPage 1 of 9 Professional/Consulting Contracts /Version: Nov. 2020 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and Sedgwick Claims Management Services, Inc. (“Contractor”), a corporation, for workers’ compensation services, and is effective on the last date signed below (“Effective Date”). 2. SERVICES Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with the City’s Shelter In Place and Social Distancing Requirements, attached here and incorporated as Exhibit A-A. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on June 30, 2023 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on July 1, 2020 and shall be completed by June 30, 2023. 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. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 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 $82,717.00 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit A, 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. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Page 2 of 9 Professional/Consulting Contracts /Version: Nov. 2020 Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker’s compensation, or other benefits from the City. 5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence Page 3 of 9 Professional/Consulting Contracts /Version: Nov. 2020 all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “Work Product”), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered “works for hire” and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights . Contractor may use copies of the Work Product for promotion only with City’s written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic copies of the Work Product. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor’s performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be k ept separate from other records and must be maintained for four (4) years from the date of City’s final payment. Page 4 of 9 Professional/Consulting Contracts /Version: Nov. 2020 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and consultants (“Indemnitees”), through legal counsel acceptable to City, which approval shall not be unreasonably withheld, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of t he following: (a) Breach of contract, obligations, representations, or warranties by Contractor; (b) Negligent or willful acts or omissions committed during performance of the Services by Contractor; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City’s confidential and proprietary Information by Contractor; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party arising from intellectual property used by Contractor in the performance of Services or included in the Work Product. 11.2 Contractor must pay the costs City incurs in successfully enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim which is included in the indemnity in accordance with Section 11.1 of the Agreement. At City’s request, Contractor will assist City in the defense of an indemnified claim, dispute, or lawsuit arising out of this Agreement. Page 5 of 9 Professional/Consulting Contracts /Version: Nov. 2020 11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ compensation payments, or the insurance or bond amounts required in the Agreement. 11.4 Intentionally omitted. 11.5. Contractor agrees to obtain executed agreements with provisions substantially similar to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6. This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit B, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and policy language evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor’s ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a “public works” component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documentation to the City, upon reasonable request, necessary to monitor compliance with this provision. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Page 6 of 9 Professional/Consulting Contracts /Version: Nov. 2020 Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Kristina Alfaro, Director of Administrative Services as the City’s representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Kristen Brooks, Client Services Director, Sedgwick, as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City’s Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award Page 7 of 9 Professional/Consulting Contracts /Version: Nov. 2020 must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If either party initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. Page 8 of 9 Professional/Consulting Contracts /Version: Nov. 2020 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law, and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino Attn: Kristina Alfaro Director of Administrative Services 10300 Torre Avenue Cupertino, CA 95014 Email: kristinaa@cupertino.org To Contractor Attn: General Counsel – Americas Sedgwick Claims Management Services, Inc. 8125 Sedgwick Way Memphis, TN 38125 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if (a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, as amended from time to time, (b) is signed by the City Manager or an authorized designee, and (c) is approved for form by the City Attorney’s Office. 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK [SIGNATURE PAGE TO FOLLOW] Page 9 of 9 Professional/Consulting Contracts /Version: Nov. 2020 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO CONTRACTOR A Municipal Corporation Sedgwick Claims Management Services, Inc. By: By: Name: Kristina Alfaro Name: Title: Director of Administrative Services Title Date Date APPROVED AS TO FORM: HEATHER M. MINNER Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk DATE: 1360604.1 Michael Shook Senior Vice President Apr 27, 2021 Michael Shook Heather M. Minner Apr 29, 2021 Apr 29, 2021 1 EXHIBIT A Claims Services We will provide claims handling at the following rates: Annual Fee Line of Business 07/01/2020 through 06/30/2021 07/01/2021 through 06/30/2022 07/01/2022 through 06/30/2023 Workers’ Compensation $27,028.00 $27,569.00 $28,120.00 Annual Fee: Our Annual Fee quotation 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 client agrees to such additional charges, the fees will be adjusted accordingly. If client does not agree to such charges, we will have the right to terminate services on 60 days’ notice. Services of the Account Executive, along with phone claim reviews, are provided at no additional charge. Managed Care Fees: Medical Bill Review Workers’ Compensation, and Auto Liability PIP Claims Detail Unit Fee Fee Per Bill – All States Per Bill $10.50 Enhanced Audit Savings % of Savings 28% PPO Network & Out of Network Savings % of Savings 28% Fee Schedule Savings % of Fee Schedule 0% Case Management Detail Unit Fee California Telephonic Case Management Per Hour $99.00 Field Case Management Per Hour $99.00 (Plus Mileage: IRS Reimbursement Rate & Expenses and Wait at Hourly Rate) Life Care Plan Per Hour $150.00 Nurse Hotline (24/7 Nurse Triage) Per Incident $98.00 2 Utilization Review/Certification Detail Unit Fee California Procedure Rate Per Review $69.00 Per Review Level 1 $149.00 per Review Levels 2 &3 Physician Review (additional fee when applicable) Per Review $225.00 Appeal Reviews Per Review $400.00 Peer Review Detail Unit Fee All States Peer Review Per Hour $195.00 - $400.00 (Depending on Specialty) Physician Intervention Review (Pharmacy Review with Peer to Peer Contact) Per Hour $275.00 General Fees, Services, Terms and Conditions:  Outside Activity/Field Investigations will be billed at time and expense.  MMSEA Reporting: $8.75 per claim.  During the term of a multi-year contract, except for items for which pricing for each year is explicitly listed above, pricing for each year after the first full year will increase by the greater of 3% or the percentage increase as reported by the U.S. Department of Labor - Bureau of Labor Statistics (http://www.bls.gov/cpi/home.htm) for the Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average, All Items, covering the prior twelve-month period, valued as of the month ending two months prior (to allow time for reports to be published) to the anniversary date of the contract. For all contracts, pricing at the end of the contract term and each year thereafter will increase by such amount, provided that (i) both parties agree and enter into a renewal contract, or (ii) the parties continue with the existing contract on a month-to-month basis.  Billing: we will issue an electronic invoice monthly, via email. Payments shall be due and payable no later than thirty days from the invoice date.  Pricing has been developed based on provided loss data. In the event that the loss data is erroneous or otherwise incorrect both parties agree to discuss an equitable adjustment of service fees.  The City may request that the services we perform be rendered in a particular or different way or additional services be provided, and we will make all reasonable efforts to comply. If such request increases our cost of providing the services, we shall be entitled to an equitable adjustment in its compensation.  Subrogation: Our fee per feature pricing includes placing parties that it deems responsible on notice. Pursuit of subrogation beyond this point can be performed at 20% of recovery (exclusive of attorney fees and expenses related to litigation as well as expenses, such as locate searches, skip traces, cost and origin reports, copy service, etc. or any agreed upon contingency fees).  Claims and Allocated Loss Adjustment Expenses (ALAE) may be handled in two ways: 3 o The City may elect to fund an account established and maintained by us. In this case, the City will maintain and provide timely replenishment of funds to pay all Claims and ALAE and to avoid penalties and late payments. We will electronically provide a monthly recap of all deposits as well as Claims and ALAE payments. The City will be responsible for bank fees with respect to the account. o The City may elect to maintain and fund a client-owned account from which we will issue all Claim and ALAE payments. In this case, the City will provide us with the facsimile signature of an officer, director, partner or employee of the City to print digitally on the checks. The City will be responsible for bank fees with respect to the account. Allocated Loss Adjustment Expenses: We will arrange for various services and other costs as agent for our client. 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. Our fees do not cover ALAE, and we are under no obligation to pay ALAE with our 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  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. We may, but need not, elect to utilize its own staff or affiliated entities to perform any of these services. 4 Associated fees and costs will be charged as ALAE. IT/RMIS Fees: (Services outlined below are only billed if utilized) Service Description Fee RMIS RMIS Licensing (Includes loading of 10 years of closed claims history, if requested, and all open claims, regardless of age) $750 per License per Year Additional RMIS Claims Storage Closed claim data, greater than 10 years old will be stored at the client’s request and subject to additional fee as noted. $0.15 per Claim per Year Mobile App Licenses Licenses for Workers’ Compensation Mobile App Usage Included Custom Software Development Any software development, including, but not limited to: creating system features; creating data extracts; creating interfaces $185 per Hour Data Onboarding Loading data from a claim system into our claim system $10,000 per Engagement (Additional T&E hours may be applied for especially complex onboard. Cost to be determined at time of analysis.) Data Services Any technical services including, but not limited to: data updates; data analysis; one-time data feeds $185 per Hour Manual Data Manipulation Updating data that cannot be accomplished programmatically (See Data Services). Examples include: Updating coding such as NCCI and ISO; Retrospective updates to a custom field $50 per Hour Annual Maintenance of Data Feed Maintaining data feed $5,000 per Year Standard Data Feeds to Third Parties Our Data feed in our Standard format $1,500 per feed 5 Custom Data Feeds to Third Parties Data feeds such as third party RMIS vendors $185 per Hour (Development and Set-up: minimum$1,500 set up plus five hours at $185 per Hour) Exit Data Services ITD Claim, transactions, notes, images (standard formats) $10,000 at Exit Customization work @ $185 per Hour IRIS Set-Up One time set-up fee $7,500 per Engagement IRIS Hosting Support, management, and maintenance of the IRIS portal $250.00 per Month IRIS Admin Content administration (Optional) $150 per Month per Program or Industry Note: In the event the outgoing TPA presents charges for the preparation and transmission of their data to us, those costs will be categorized as a pass through to the City. EXHIBIT A – A SHELTER IN PLACE AND SOCIAL DISTANCING REQUIREMENTS A. Health Laws Acknowledged. It is acknowledged that Contractor’s duty to comply with Laws, as defined in Section 13 of the Contract, includes immediate compliance by Contractor and its subcontractors with the restrictions on travel and the Social Distancing Requirements set forth in the most recent health order issued by the County of Santa Clara Health Department in response to the COVID-19 pandemic, and any subsequent amendments or superseding orders thereto (the “Health Order”), and any other local, state, or federal laws that have been or may be enacted in response to the COVID-19 pandemic (collectively, “Health Laws”). B. Health Order Compliance. Contractor shall comply with any restrictions on travel and social distancing requirements in the Health Order when preforming work under this Contract. If a scope of work item, notice to proceed, or work order under this Contract specifies work that cannot be performed in compliance with the Health Order or other Health Laws, Contractor shall refrain from conducting the work and immediately inform the City. C. Individuals at High Risk of Severe Illness. Nothing in this Contract shall be interpreted to require any person at high risk of severe illness from COVID-19 to leave their residence to perform work under the Contract. Contractor will inform the City if other arrangements for the work must be made, and City will do so, with no penalty to Contractor, although Contractor will not be compensated for work performed by the City or third parties. Information from the Center for Disease Control (“CDC”) on “high risk” categories is available at the CDC's website at: https://www.cdc.gov/coronavirus/2019-ncov/specific-groups/people-at-higher-risk.html. D. Health Order Requirements and Best Practices. Contractor will immediately undertake all appropriate measures to ensure compliance with the Social Distancing Requirements in the Health Order by all individuals performing work under this Contract, including Contractor's or any subcontractor's workers, employees, representatives, ven dors, or suppliers (collectively, "workers"), and shall maintain these measures for as long as required by the Health Order or other Health Laws. As long as required by the operative Health Order or other Health Laws, these measures shall include, but are not limited to, the following: 1. Meetings/Site Access. Use electronic alternatives to in person meetings, e.g., conference calls, video -conferencing, etc., to the greatest extent possible. Limit access to any project site or any work area to workers who are necessary to perform in-person work. Require non-essential personnel to work from home to the extent possible. Avoid all non - essential travel. 2. Distancing. Where workers perform in-person work at a project site or a work area, prohibit workers from being less than six feet apart, unless and only to the extent that would compromise worker safety or violate safety Laws for specific operations. Prohibit handshaking or any physical contact among workers, with the sole and limited exception of any physical contact required for worker safety or to comply with safety Laws. Prohibit workers from sharing a vehicle. E. Changed Requirements. It is understood and acknowledged that circumstances pertaining to the COVID-19 pandemic are evolving rapidly and that new local, state, or federal requirements may modify the requirements under this Exhibit. Contractor agrees to work cooperatively with the City to implement new or changed requirements as quickly as possible. F. Subcontracts. Contractor shall include the terms of this Exhibit in all subcontracts and require any agents, subcontractors, or subconsultants to comply with its provisions. EXHIBIT B – Insurance Requirements 1 EXHIBIT B Insurance Requirements Design Professionals & Consultants Contracts Contractor 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 Contractor’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 01 (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. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Contractor’s profession, with limits no less than $2,000,000 per occurrence or $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 three (3) 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 Contractor must purchase “extended reporting” coverage for a minimum of three (3) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, age nts, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Contractor’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Contractor’s insurance (at leas t 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). EXHIBIT B – Insurance Requirements 2 Primary Coverage Except for Professional Liability and Workers’ Compensation, 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 Contractor’s insurance and shall not contribute to it. Notice of Cancellation Except for Professional Liability, 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 Contractor 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 contain a waiver of subrogation in favor of City for all work performed by Contractor, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation policy wording from the insurer. 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 Contractor must furnish acceptable insurance certificates and mandatory endorsements (or copies of the polic y language effecting the coverage required by this Contract) prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Contractor shall require and verify that all subconsultants maintain insurance that meet the r equirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City shall be enti tled to coverage for the higher insurance limits maintained by Contractor. 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, subject to agreement by Contractor. 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 1,000,000 09/30/2021 20CSEC75302 Mary T. Sumner X ATL-005079358-06 1,000,000 5,000,000 20WBRC75301 (WI) X 30104 5,000,000 of Marsh USA Inc. N 09/30/2020 X09/30/2020 2 09/30/2021 B 10120 09/30/2021 20CSEC75305 (AOS) A 5,000,000 1,000,000 X 29459 Hartford Underwriters Insurance Company 1,000,000 X X 04/14/2021 09/30/2020 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 09/30/2020 Cupertino, CA 95014 City of Cupertino Everest National Insurance Co 25,000 contract with Respects to General Liability, Auto Liability and/ or Workers Compensation where required by written contract. A Twin City Fire Insurance Co CN101395638--GAWU-20-21 09/30/2021 1,000,000 XC5CU00153-201 09/30/2021 C 20CSEC75307 (HI) 2,000,000 19682 1,000,000 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 09/30/2020 10300 Torre Avenue 09/30/2020 A Karen Angus 09/30/2021 (901) 684-3725 Hartford Fire Insurance Co 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 Willis Towers Watson Southeast, Inc. c/o 26 Century Blvd P.O. Box 305191 Nashville, TN 372305191 USA Sedgwick, LP and Subsidiaries 8125 Sedgwick Way Memphis, TN 38125 City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 09/29/2020 1-877-945-7378 1-888-467-2378 certificates@willis.com National Union Fire Insurance Company of P 19445 W18099683 A Professional Liability Each Occurrence02-139-91-44 09/30/2020 09/30/2021 Aggregate Retention Per Claim 183090920140351SR ID:BATCH: $500,000 $10,000,000 $10,000,000 Willis Towers Watson Certificate Center Page 1 of 1 Consulting Services Agreement with Sedgwick Claims Management Services, Inc for Workers’ Compensation Services Final Audit Report 2021-04-29 Created:2021-04-20 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAmwVz6mbEVXlORxLVRKdU54h6cSjKaJHH "Consulting Services Agreement with Sedgwick Claims Manage ment Services, Inc for Workers’ Compensation Services" History Document created by City of Cupertino (webmaster@cupertino.org) 2021-04-20 - 9:27:44 PM GMT- IP address: 35.229.54.2 Document emailed to Mariela Vargas (marielar@cupertino.org) for approval 2021-04-20 - 9:35:48 PM GMT Email viewed by Mariela Vargas (marielar@cupertino.org) 2021-04-20 - 9:36:23 PM GMT- IP address: 104.47.46.254 Document approved by Mariela Vargas (marielar@cupertino.org) Approval Date: 2021-04-20 - 9:37:53 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2021-04-20 - 9:38:02 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2021-04-20 - 9:42:00 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to Michael Shook (michael.shook@sedgwick.com) for signature 2021-04-20 - 9:42:03 PM GMT Email viewed by Michael Shook (michael.shook@sedgwick.com) 2021-04-20 - 9:44:38 PM GMT- IP address: 204.16.25.236 Document e-signed by Michael Shook (michael.shook@sedgwick.com) Signature Date: 2021-04-27 - 8:57:29 PM GMT - Time Source: server- IP address: 204.16.25.236 Document emailed to Heather M. Minner (minner@smwlaw.com) for signature 2021-04-27 - 8:57:32 PM GMT Email viewed by Heather M. Minner (minner@smwlaw.com) 2021-04-29 - 4:34:41 PM GMT- IP address: 104.143.198.55 Document e-signed by Heather M. Minner (minner@smwlaw.com) Signature Date: 2021-04-29 - 4:35:10 PM GMT - Time Source: server- IP address: 52.39.49.65 Document emailed to Kristina Alfaro (kristinaa@cupertino.org) for signature 2021-04-29 - 4:35:12 PM GMT Email viewed by Kristina Alfaro (kristinaa@cupertino.org) 2021-04-29 - 4:54:35 PM GMT- IP address: 104.47.73.126 Document e-signed by Kristina Alfaro (kristinaa@cupertino.org) Signature Date: 2021-04-29 - 4:54:51 PM GMT - Time Source: server- IP address: 208.95.236.60 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2021-04-29 - 4:54:54 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2021-04-29 - 4:55:08 PM GMT- IP address: 174.194.137.216 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2021-04-29 - 4:55:23 PM GMT - Time Source: server- IP address: 174.194.137.216 Agreement completed. 2021-04-29 - 4:55:23 PM GMT