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HomeMy WebLinkAboutAdminSure Inc; 2018-05-16;AMENDMENT NO. 2 TO EXTEND THE AGREEMENT FOR THIRD PARTY ADMINISTRATION FOR WORKERS' COMPENSATION CLAIMS ADMINISTRATION ADMINSURE, INC. mendment No. 2 is entered into and effective as of the ~ day of ----1--L--~........,........,...__+----' 2020, extending the agreement dated June 1, 2018 (the "Agreement") y and between the City of Carlsbad, a municipal corporation, ("City"), and AdminSure Inc., a corporation ("Contractor") (collectively, the "Parties") for third party administration of workers' compensation claims. RECITALS A. On May 23, 2019, the Parties executed Amendment No. 1 to extend the Agreement for one (1) year; and B. On June 1, 2018 the Parties executed the Agreement for third party administration of workers' compensation claims services; and C. The Parties desire to extend the Agreement for a period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on May 31, 2021 and funded in an amount not to exceed one hundred thirty thousand eight hundred and nine dollars ($130,809). 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 1 /30/13 4. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions f of this Amendment. CONTRACTOR By: ( ·gn here) ~~v;ai ~1rnry (print name/title) C By ( 1/k '™" City Manager ATTEST: Al~~~ BARBARA ENGLESON City Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: UIA& r, ~ Assistant City Attorney City Attorney Approved Version 1/30/13 2 ADMIINC-C1 MPEREZ ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 12/30/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. 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). PRODUCER CONTACT NAME: Bolton & Compan" rtgN:o, Ext): (626) 799-7000 I rt~. No):(626) 441-3233 3475 E. Foothill B vd., Suite 100 Pasadena, CA 91107 i~nAJb.,.,. propcasualty@boltonco.com INSURERISl AFFORDING COVERAGE NAIC# INSURER A: Sentinel Insurance Co. 11000 INSURED INSURER B: Twin Citv Fire Insurance Co 29459 AdminSure, Inc. INSURER c: Evanston Insurance Comoanv 35378 3380 Shelby Street INSURER D: United States Fire Insurance Co. 21113 Ontario, CA 91764 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· 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. INSR TYPE OF INSURANCE ~.\l.P.!-t~~~ POLICY NUMBER POLICY E~f •. POLICY EXP LIMITS I Tl> A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 I CLAIMS-MADE [Kl OCCUR X 72SBAUV7737 10/05/2019 10/05/2020 ~~~~~%J9E~~~~~~ence\ $ 1,000,000 MED EXP (Anv one oerson \ $ 10,000 f---------2,000,000 PERSONAL & ADV INJURY $ f---------4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ Fl [Kl PRO-DLoc 4,000,000 POLICY JECT PRODUCTS -COMP/OP AGG $ OTHER: $ ,I A AUTOMOBILE LIABILITY f--------- ~~~~~~~~llNGLE LIMIT $ 1,000,000 ANY AUTO 72SBAUV7737 10/05/2019 10/05/2020 BODILY INJURY (Per oerson\ $ ~ OWNED -SCHEDULED f---------AUTOS ONLY -AUTOS BODILY INJURY (Per accident) $ X HIRED X NON-OWNED iP~9~[c~dVnt?AMAGE $ AUTOS ONLY -AUTOS ONLY $ A X UMBRELLA LIAB ~ OCCUR EACH OCCURRENCE $ 4,000,000 -72SBAUV7737 10/05/2019 10/05/2020 4,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ ti OED I X I RETENTION $ 10,000 $ B WORKERS COMPENSATION XI ~f~UTE I I OTH- AND EMPLOYERS" LIABILITY ER Y/N 72WECNG7400 01/01/2020 01/01/2021 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE □ E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A 1,000,000 (Mandatory in NH) E.L DISEASE -EA EMPLOYEE $ If yes, describe under E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS below C Errors & Omissions MKLV5PE0000052 10/05/2019 10/05/2020 Ded. $25K 5,000,000 ,I D Crime 6260373351 10/13/2019 10/13/2020 Ded. $10,000 2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Cyber Liability -Policy #ESI031172638 -7/1/2019-7/1/2020-Limits: $2,000,000-Ded: $10,000 General Liability Blanket Additional Insured per SS00080405 attached, only if required by written contracUagreement. Primary & Non-Contributory. Additional Insured: City of Carlsbad - CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1635 Faraday Ave. Carlsbad, CA 92008 AUTHORIZED REPRESENTATIVE I ~ ~ ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) \Mth respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Repl'8sentative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named Insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acqui1'8d or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured If there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to: (1) "Bodily Injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment \Mth respect to "mobile equiprnenr registered in your name under any motor vehicle registration law, any person is an insured whHe driving such equipment along a public highway with your pemission. Any other person or organization responsible for the condud of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"ernployee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft \Mth respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with resped to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional lnsul'8ds When Requi1'8d By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Page 11 of24 · BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the Issuance of the pennit. A person or organization Is an additional Insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization Is an additional Insured under this provision if such person or organization Is included as an addllional Insured by an endorsement Issued by us and made a part of this Coverage Part, Including all persons or organizations added as additional Insureds under the specific additional Insured coverage grants in Section F. -Oplional Additional Insured Coverages. a. Vendors Any pe,son(s) or organization(s) (referred to below as vendor), but only with respect to "bodly ln),lry" or "property damage" arising out of "your produds" which are distributed or sold In the regular course of the vendor's buU1eSS and only If this Coverage Part provides coverage for "bodily injury" or •property damage• included within the •produas-corT1)1eted operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: Page 12of24 This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor Is obligated to pay damages by reason of the assumption of liability In a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence · of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change In the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of Inspection, demonstration, testing, or the substitution of parts under Instructions fi"om the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, Installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behaH. However, this exclusion does not apply to: (I) The exceptions contained In Subparagraphs (d) or (f); or (ii) Such Inspections, adjJstments, tests or selVicing as the vendor has agreed to make or nonnally undertakes to make In the usual course of business, in oonnection with the distnbution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. Form ss 00 08 04 06 When You Are Added As An Additional Insured To other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: ■ Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this Insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this Insurance; and (2) The total of all deductible and self- insured amounts under all that other Insurance. We will share the remaining loss, if any, with any other insurance that Is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each Insurer contributes equal amounts until It has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we wUI contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of Insurance to the total applicable limits of insurance of an insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment. including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment. including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Page 17 of 24 AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR THIRD PARTY ADMINISTRATION FOR WORKERS' COMPENSATION CLAIMS ADMINISTRATION ADMINSURE, INC. This Amendment No. 1 is entered into and effective as of the At, c~ day of 7 ~ \..«.~ , 2019, extending the agreement dated June 1, 2018 (the "Agreeme by and between the City of Carlsbad, a municipal corporation, ("City"), and AdminSure Inc., a corporation ("Contractor") (collectively, the "Parties") for third party administration of workers' compensation claims. RECITALS A On June 1, 2018 the Parties executed the Agreement for third party administration of workers' compensation claims services; and B. The Parties desire to extend the Agreement for a period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on May 31, 2020 and funded in amount not to exceed one hundred twenty seven thousand dollars ($127,000). 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. Ill Ill Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 1/30/13 4. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. CONTRACTOR :~~/(~ (sign here) ar/A1tL 1/arr;/iS• ((o(.lf, f r:,~Jfn/- (p · t name/title) By: (\ign here) h /l St{ Ir Sec.re.-+4.r (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: ATTEST: .... If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: fkJ_ {}__, -------------Assistant City Attorney City Attorney Approved Version 1/30/13 2 AGREEMENT FOR THIRD PARTY ADMINISTRATION FOR WORKERS' COMPENSATION CLAIMS ADMINISTRATION ADMINSURE Attachment A is made and entered into as of the I (p:f:\'\> day of --L.....:....>.<(,Cl,L-+:;,,--------:--' 201$_, by and between the CITY OF CARLSBAD, a municipal City"), and AdminSure Inc., a corporation, ("Contractor"). RECITALS A. City requires the professional services of an outside agency that is experienced in third party administration of workers' compensation claims. B. Contractor has the necessary experience in providing professional services and advice related to the administration of workers' compensation claims. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from June 1, 2018. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be one hundred twenty three thousand three hundred dollars ($123,300). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount for year two shall not exceed one hundred twenty seven thousand dollars ($127,000) and the amount for year three shall not exceed one hundred thirty thousand eight hundred and nine dollars ($130,809). Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". REV. 04/24/2018 May 8, 2018 Item #3 Page 4 of 14 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating City Attorney Approved Version 9/27/17 2 May 8, 2018 Item #3 Page 5 of 14 in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. City Attorney Approved Version 9/27/17 3 May 8, 2018 Item #3 Page 6 of 14 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Donna Hernandez Title Human Resources Manager Administrative Services- Department Human Resources City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-7533 For Contractor Name Alithia Vargas-Flores Title President Address 3380 Shelby Street Ontario, CA 91764-5566 Phone No. 909-396-5814 Email Avargas-flores@adminsure.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. City Attorney Approved Version 9/27/17 4 May 8, 2018 Item #3 Page 7 of 14 YesO No}& 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten ( 10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. City Attorney Approved Version 9/27/17 5 May 8, 2018 Item #3 Page 8 of 14 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR City Attorney Approved Version 9/27/17 6 May 8, 2018 Item #3 Page 9 of 14 ,_,,, signhere) Alithia Vargas-Flores, President (print name/title) By:~ ~~I\~ ½j (sign hereft=== Alycia Anthony, Secretary (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California ~JP~ \ Mayor City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: -----+--"-/lk--=->,,..,L...,2 _l.+---- Assistant City Attorhey City Attorney Approved Version 9/27/17 7 May 8, 2018 Item #3 Page 10 of 14