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Innovative Claims Solutions - Worker Comp. Claims AdministratorsAGREEMENT FOR SERVICES This AGREEMENT made th -day of June, 2011 between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONTRACTOR: Innovative Claims Solutions, Inc., having a principal place of business at 2430 Camino Ramon #200, San Ramon, CA 94583. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on July 1, 2011 and will continue in effect through June 30, 2013 unless terminated in accordance with the provisions of Article 7 of this Agreement. ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONTRACTOR is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONTRACTOR or any employee or agent of CONTRACTOR. Both parties acknowledge that CONTRACTOR is not an employee for state or federal tax purposes. CONTRACTOR shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONTRACTOR shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR A. Specific Services CONTRACTOR agrees to: Perform the services as outlined in Exhibit "A" ( "Specific Provisions ") and Exhibit "B" ( "Scope of Services "), Exhibit "C" ( "Performance Standards "), within the time periods described in Exhibit "D" ( "Payment Schedule/Fee Schedule "). B. Method of Performing Services CONTRACTOR shall determine the method, details and means of performing the above - described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONTRACTOR'S services. C. Employment of Assistants CONTRACTOR may, at the CONTRACTOR'S own expense, employ such assistants as CONTRACTOR deems necessary to perform the services required of CONTRACTOR by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article Page 1 of 24 5 below. CITY may not control, direct, or supervise CONTRACTOR'S assistants in the performance of those services. CONTRACTOR assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONTRACTOR shall perform the services required by this Agreement at any place or location and at such times as CONTRACTOR shall determine is necessary to properly and timely perform CONTRACTOR'S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONTRACTOR, CITY agrees to pay CONTRACTOR the amounts set forth in Exhibit "D" ( "Payment Schedule "). B. Invoices CONTRACTOR shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit "D ". No payment will be made unless CONTRACTOR has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit "A ", Section IV) incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONTRACTOR of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. D. Expenses CONTRACTOR shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONTRACTOR, all fees, fines, licenses, bonds or taxes required of or imposed against CONTRACTOR and all other of CONTRACTOR'S costs of doing business. CITY shall not be responsible for any expenses incurred by CONTRACTOR in performing services for CITY, except for those expenses constituting "direct expenses" referenced in Exhibit "D." ARTICLE 5. OBLIGATIONS OF CONTRACTOR Page 2 of 24 A. Tools and Instrumentalities CONTRACTOR shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase or rent any tools, equipment or services from CITY. B. Workers' Compensation CONTRACTOR agrees to provide workers' compensation insurance for CONTRACTOR'S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys' fees, arising out of any injury, disability, or death of any of CONTRACTOR'S employees. C. Indemnification of Liability, Duty to Defend (1) Professional Liability To the fullest extent permitted by law, CONTRACTOR shall defend through counsel approved by the CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions of CONTRACTOR or CONTRACTOR'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. (2) Other Liability To the fullest extent permitted by law, CONTRACTOR shall defend through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, to the extent arising directly or indirectly from any act or omission of CONTRACTOR or CONTRACTOR'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D.Insurance In addition to any other obligations under this Agreement, CONTRACTOR shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance, including coverage for owned and non -owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence and aggregate. Asa condition precedent to CITY'S obligations under this Agreement, CONTRACTOR shall furnish evidence of such coverage Page 3 of 24 (certificate and endorsement naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONTRACTOR under this Agreement may be assigned or subcontracted by CONTRACTOR without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONTRACTOR is not CITY'S employee, CONTRACTOR shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONTRACTOR acknowledges and agrees that: • CITY will not withhold FICA (Social Security) from CONTRACTOR'S payments; • CITY will not make state or federal unemployment insurance contributions on CONTRACTOR'S behalf; • CITY will not withhold state or federal income tax from payment to CONTRACTOR; • CITY will not make disability insurance contributions on behalf of CONTRACTOR; • CITY will not obtain workers' compensation insurance on behalf of CONTRACTOR. ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONTRACTOR and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONTRACTOR'S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONTRACTOR. Such assignment shall not release CONTRACTOR from any of CONTRACTOR'S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of CONTRACTOR's Business/ Death of CONTRACTOR. CONTRACTOR shall notify CITY of the proposed sale of CONTRACTOR's business no later than thirty (30) days prior to any such sale. CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to Page 4 of 24 CONTRACTOR set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY' receipt of such notice of sale. If CONTRACTOR is an individual, this Agreement shall be deemed automatically terminated upon death of CONTRACTOR. B. Termination by City for Default of CONTRACTOR Should CONTRACTOR default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written notification to CONTRACTOR. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. CONTRACTOR'S failure to professionally and /or timely perform any of the services contemplated by this Agreement. 2. CONTRACTOR'S breach of any of its representations, warranties or covenants contained in this Agreement. CONTRACTOR shall be entitled to payment only for work completed in accordance with the terms of this Agreement through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C" which have been fully, competently and timely rendered by CONTRACTOR. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONTRACTOR'S default in the performance of this Agreement or material breach by CONTRACTOR of any of its provisions, then in addition to any other rights and remedies CITY may have, CONTRACTOR shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONTRACTOR for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed -Upon Payments Should CITY fail to pay CONTRACTOR all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONTRACTOR, at the CONTRACTOR'S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONTRACTOR to CITY. D. Transition after Termination Upon termination, CONTRACTOR shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONTRACTOR shall cease such work as soon as it is safe to do so. CONTRACTOR shall incur no further expenses in connection with this Agreement. CONTRACTOR shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONTRACTOR's duties by any new CONTRACTOR hired by Page 5 of 24 the CITY to complete such services. ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONTRACTOR shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 ( "the Act ") in its current form and as it may be amended from time to time. CONTRACTOR shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONTRACTOR shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys' fees, that may arise out of any violations of the Act by the CONTRACTOR, its subcontractors, or the officers, employees, agents or representatives of either. C. Attorneys' Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONTRACTOR shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONTRACTOR agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant Page 6 of 24 for employment, or any potential subcontractor. F. Conflict of Interest CONTRACTOR certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONTRACTOR for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. H. Governing Law This Agreement will be governed by and construed in accordance with the laws of the State of California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit "A ", Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. Page 7 of 24 K. Time of the Essence All dates and times referred to in this Agreement are of the essence. L. Waiver CONTRACTOR agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONTRACTOR: CITY: INNOVATIVE CLAIMS SOLUTIONS, INC. CITY OF GILROY By. By: Name: Gary Arc Id Name: Thomas J. Haglund Title: President /CIO Title: City Administrator &Z- 0q.5Lj'-7 ti -7 Social Security or Taxpayer Identification Number Approved as to Form ATTEST: Oftoow Linda Callon, City Attorney Shawna Freels, City Clerk Page 8 of 24 K. Time of the Essence All dates and times referred to in this Agreement are of the essence. L. Waiver CONTRACTOR agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONTRACTOR: INNOVATIVE CLAIMS SOLUTIONS, INC. Title: President/CIO (p$'- oYS'y7gi ; Social Security or Taxpayer Identification Number Approved as to Form Linda Callon, City Attorney CRY: CITY OF GILROY By. Name: Thomas J. Haglund Title: City Administrator Page 8 of 24 EXHIBIT "A" SPECIFIC PROVISIONS I. PROJECT MANAGER CONTRACTOR shall provide the services indicated on the attached Exhibit "B ", Scope of Services ( "Services "). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONTRACTOR agrees to assign Unit Manager, who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONTRACTOR shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement. II. NOTICE TO PROCEED /COMPLETION OF SERVICE A. NOTICE TO PROCEED CONTRACTOR shall commence the Services upon delivery to CONTRACTOR of a written "Notice to Proceed ", which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e -mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, Cheryl Westeren shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONTRACTOR or if otherwise delivered as provided in the Section V.H. ( "Notices ") of this Exhibit "A ". B. COMPLETION OF SERVICES When CITY determines that CONTRACTOR has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONTRACTOR written Notice of Final Acceptance, and CONTRACTOR shall not incur any further costs hereunder. CONTRACTOR may request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONTRACTOR has not completed all of such Services as required by this Agreement, CITY shall so inform CONTRACTOR within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit "B ". IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONTRACTOR as provided for in Article 4 of this Agreement. Direct expenses are charges and fees not included in Exhibit "B". CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONTRACTOR shall obtain written approval from CITY prior to incurring or billing of direct Page 9 of 24 expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses V. OTHER PROVISIONS A. STANDARD OF WORKMANSHIP CONTRACTOR represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONTRACTOR'S representations and warranties regarding its skills, qualifications and licenses. CONTRACTOR shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well- organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. B. RESPONSIBILITY OF CONTRACTOR CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONTRACTOR shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY'S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONTRACTOR shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONTRACTOR'S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONTRACTOR for the purpose of verifying any and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR shall maintain for a minimum period of three (3) years (from the date of final payment to CONTRACTOR), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONTRACTOR, all of which shall be made available to CITY at the CITY's offices within five (5) business days after CITY's request. D. CONFIDENTIALITY OF MATERIAL Page 10 of 24 All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONTRACTOR and all other written and oral information developed or received by or for CONTRACTOR and all other written and oral information submitted to CONTRACTOR in connection with the performance of this Agreement shall be held confidential by CONTRACTOR and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONTRACTOR which is otherwise known to CONTRACTOR or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONTRACTOR'S disclosure thereof) shall be deemed confidential. CONTRACTOR shall not use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. E. NO PLEDGING OF CITY'S CREDIT. Under no circumstances shall CONTRACTOR have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONTRACTOR may retain and use copies thereof subject to Section V.D of this Exhibit "A ". CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed. However, CONTRACTOR shall not be responsible for, and City shall indemnify CONTRACTOR from, damages resulting from the use of said material for work other than PROJECT, including, but not limited to, the release of this material to third parties for work other than on PROJECT. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. H. NOTICES. Notices are to be sent as follows: CITY: Human Resources Director /Risk Manager City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 Page 11 of 24 CONTRACTOR: Innovative Claims Solutions, Inc. Attention: Gary Archibald, President/CIO P.O. Box 2070 Rancho Cordova, CA 95670 L FEDERAL FUNDING REQUIREMENTS. ❑ If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.J. apply. ® If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.J. do not apply. 1. Covenant against Contingent Fees The CONTRACTOR warrants that he /she has not employed or retained any company or person, other than a bona fide employee working for the CONTRACTOR, to solicit or secure this Agreement, and that he /she 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 formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. Page 12 of 24 EXHIBIT "B" SCOPE OF SERVICES The Proposal submitted to the City of Gilroy by Innovative Claims Solutions, Inc. for Workers Compensation Claims Administration (February, 2011) is attached and incorporated to this agreement and describes the services that shall be rendered under this agreement. Changes from the original proposal that have been agreed upon by the parties are stated in this agreement. Further, upon commencement of this agreement, it is agreed that Dan Stovall shall be the assigned Claims Examiner for the Gilroy account and Janie Tebb shall be the assigned Unit Manager. Page 13 of 24 EXHIBIT "C" CITY OF GILROY AND LAWCX PERFORMANCE STANDARDS FOR CLAIMS ADMINISTRATORS RESOLUTION NO. 3 -2007 Resolution of the Board of Directors of the Local Agency Workers' Compensation Excess Joint Powers Authority Establishing a Claims Management Policy for Members WHEREAS, the Board desires to ensure the member entities' claims administrators are handling claims in the most prudent manner, and WHEREAS, the Board is establishing a policy in order to protect the pooled funds of LAWCX; NOW, THEREFORE, BE IT RESOLVED, in June of each year, every member entity will be required to certify, in writing, that the following mandatory requirements have been met. CLAIMS ADMINISTRATION 1. The claims administrator shall utilize a reserve worksheet when setting or changing claim reserves. If the claims administrator does not utilize a reserve worksheet, they shall utilize the worksheet authorized by LAWCX (see Attachment 1); 2. The claims examiner handling the members entity's claim files shall receive training at least once per year, be certified by the State of California; and have a minimum of at least two (2) years of workers' compensation claims experience at the examiners level except as authorized by the LAWCX Executive Committee; MEMBER ENTITY A representative from the member entity shall meet with the claims administrator at least semi - annually to review and discuss their open indemnity claims; 2. The member entity shall utilize performance standards as part of the contract with the claims administrator (refer to Attachment 2 as a guideline). A copy of the current contract shall be on file with the LAWCX. The LAWCX Executive Committee will address substantial non- compliance on an individual member basis. The member entity may appeal the decision made by the Executive Committee to the Board of Directors at the next meeting. The member must also comply with the requirements within 180 days following the date of the Executive Committee's decision and such compliance may be determined by an audit. Page 14 of 24 Resolution No. 3 -2007 Page 2 This Resolution of the Board of Directors was adopted this 19th day of June 2007 in Sacramento, California by the following vote: Weighted Votes in Favor 49 Weighted Votes in Opposition 0 Weighted Votes Abstaining 0 Weighted Votes Absent 9 Attest: Jeanette Workman, Manager Page 15 of 24 Jeff Cardell, President Attachment 1 LAWCX CLAIM REVIEW/RESERVE WORKSHEET L Initial Reserve _ 90 Day Review Reserve Change Claimant Insured Claim Number AWW DOI Age Occupation Temp. Dis. Rate Date of Legal Representation Subrogation Perm. Dis Rate Action Taken LAWCX Reporting Level $ Nature of injury, treatment, and estimated future disability: Plan of Action: Completed By: Approved By: Date: Date: Page 16 of 24 i Temp. Dis. P -T -D $ Future Temp. Dis. Weeks $ 4850 P -T -D $ Future 4850 $ Total Temp. Dis. Reserve $ $ P.T., Other $ Perm. Dis. Formula: $ %, Weeks, $ $ Life Pension $ Death Benefits $ Burial Expense $ Total Perm. Dis. Reserve $ Indemp�nity Total Incurred $ No. of VRTD Weeks Counselor Fees $ Tuition/Books $ Mileage $ Misc. $ Rehab. Total Incurred $ LAWCX Reporting Level $ Nature of injury, treatment, and estimated future disability: Plan of Action: Completed By: Approved By: Date: Date: Page 16 of 24 P -T -D $ Physician $ Hospital $ Medications $ Transportation $ P.T., Other $ Nurse Activity /Mgmt. $ Medical Total Incurred $ 77 77 7 tr': 77 7 P -T -D $ Future Expenses $ Expense Total Incurred $ LAWCX Reporting Level $ Nature of injury, treatment, and estimated future disability: Plan of Action: Completed By: Approved By: Date: Date: Page 16 of 24 Resolution 3 -2007 LAWCX PERFORMANCE STANDARDS FOR CLAIMS ADMINISTRATORS 1. Case load F.174a KTGJ 01u10211 Each adjustor shall have a caseload not to exceed one hundred seventy -five (175) open indemnity claims, which includes future medical cases. Each claims assistant, future medical clerk, or junior adjustor shall have a caseload not to exceed two hundred (200) open claims. The supervisor shall have a caseload not to exceed thirty (30) open indemnity claims. 2. Compensability The compensability determination (accept claim, deny claim, or delay acceptance pending the results of additional investigation) and the reasons for such determination will be made and documented in the file within three (3) business days of the receipt of the notification of the loss. Delay and denial of benefit letters shall be mailed in compliance with the Division of Industrial Relations' guidelines. In no case shall a final compensability decision be extended beyond ninety (90) calendar days from receipt of the Employee Claim Form. 3. Employee Contact In all non - litigated, lost time cases, where the employee has not returned to work, telephone or personal contact will be established with the injured employee within three (3) business days of receipt of notice of claim. Such contact will continue as often as necessary, but at least monthly. Such contact with the employee shall be clearly documented in the computer notepad. Return phone calls to employees will be accomplished within one (1) business day. All correspondence from employees will be responded to within five (5) business days of receipt. 4. Employer Contact The claims administrator shall contact the employer within three (3) business days of receipt of notice of a claim by any source to conduct an initial and meaningful investigation. Such contact with the employer shall be clearly documented in the computer notepad. Return phone calls to employers shall be made within one (1) business day. 5. Initial Indemnity Payment The initial indemnity payment or voucher will be issued and mailed to the injured employee together with a properly completed DWC notices within fourteen (14) calendar days of the first day of disability. Page 17 of 24 Resolution 3 -2007 ATTACHMENT 2 Late payments must include the self - imposed 10% penalty in accordance with Labor Code Section 4650. 6. Subsequent Indemnity Payments All indemnity payments or vouchers subsequent to the first payment will be verified, except for obvious long -term disability, and issued in compliance with Labor Code Section 4651. Late payments must include the self - imposed 10% penalty in accordance with Labor Code Section 4650. 7. Permanent Disability The claims administrator shall determine the nature and extent of permanent disability and arrange for an informal disability rating whenever possible to avoid Workers' Compensation Appeals Board (WCAB) litigation. The claims administrator shall take advantage of any potential apportionment to prior claims, disabilities, and impairments. The claims administrator shall also advise the employer of potential credits and penalties to permanent disability benefits should the employer accommodate permanent/alternative work for at least twelve (12) months. 8. Diary Review All claim files shall be reviewed at least every forty -five (45) calendar days for active claims and at least every six (6) months for claims that have settled but are open to monitor future medical care. The adjustor shall distinguish the regular diary review from routine file documentation in the computer notepad. A plan of action will be included and separately labeled in the file notes during a diary review. The plan of action shall include, but not limited to, the employee's current work status, medical status, review of reserves, and future activity to move the claim towards resolution. The supervisor shall monitor the diary reviews by printing a "No Activity" report each month to identify any files that have fallen off the diary system. 9. Plan of Action Each claim file shall contain the adjustor's plan of action for the future handling of that claim. The plan of action on new claims will be clearly documented in the computer notepad within fourteen (14) calendar days of initial claim set up. Such plan of action shall be clearly stated including the reasoning for the plan. The plan of action will be updated at least every forty -five (45) calendar days on active claims and at least every six (6) months on claims that have settled but are open to monitor future medical care. Each plan of action will be clearly identified in the computer notepad. 10. Claim Supervision The claims administrator shall provide supervisory staff that will regularly review the work product of the adjustors. Supervisors handling claims for LAWCX members with SIR's of $500,000 or less shall review 20% of the adjustors' caseloads monthly and conduct quarterly reviews on claims with reserves Page 18 of 24 Resolution 3 -2007 ATTACHMENT 2 in excess of $50,000. Supervisors handling claims for members with SIRS in excess of $500,000 shall review 10% of the adjustors' caseloads monthly and conduct quarterly reviews on claims with reserves in excess of $100,000. Supervisors shall conduct the reviews to ensure each adjustor is following the performance standards. Such reviews shall be labeled as "Supervisor Review" and clearly documented in the computer notepad. The supervisor must review all medical only claims open beyond ninety (90) calendar days from the date of entry by the claims administrator for potential closure or conversion to indemnity claim status. Claims with $3,000 or more paid -to -date on any claim open beyond one hundred eighty (180) calendar days from date of entry shall be converted to indemnity status and a reasonable, precautionary indemnity reserve placed on the claim. 11. Transportation Expense Transportation reimbursement will be mailed within five (5) calendar days of the receipt of the claim for reimbursement. Advance travel expense payments will be mailed to the injured employee at least ten (10) calendar days prior to the anticipated date of travel. 12. Medical Payments Medical bills will be reviewed for correctness, approved for payment, and paid within the time limits established by Labor Code Section 4603.2. If all or part of the bill is being disputed, the claims administrator will notify the medical provider, on the appropriate form letter, within time limits established by Labor Code Section 4603.2. Complete medical management services will be provided to the employer. 13. Physician Contact Physician's office will be contacted within three (3) business days of notice of all new claims to conduct an initial investigation of the medical aspects of the claim and discuss the member entity's return-to -work goals. Contact with the physician's office shall be maintained to ensure injured workers receive proper medical treatment and are returned to full or modified employment at the earliest possible date. Such contact will continue as needed during the continuation of temporary disability to assure that treatment is related to a compensable injury or illness. 14. Litigated Cases The claims administrator shall promptly initiate investigation of issues identified as material to potential litigation. The employer shall be alerted to the need for an outside investigation as soon as possible and shall appoint an outside investigator who is acceptable to the employer. Such referrals will be documented in the claims administrator's computer notepad. The employer shall be kept informed on the scope and results of all investigations. Page 19 of 24 Resolution 3 -2007 ATTACHMENT 2 All assignments to outside counsel will be done with the employer's authorization and consent. Such referrals will be documented in the claims administrator's computer notepad. In conjunction with the employer, the claims administrator shall monitor the outside counsel's progress. The claims administrator shall audit all bills before payment. Settlement proposals directed to the employer shall be forwarded by the claims administrator or defense counsel in a concise and clear written form with a reasoned recommendation. All preparation for a trial shall involve the employer so that all material evidence and witnesses are utilized to obtain a favorable result for the defense. 15. Settlements The claims administrator shall obtain the employer's authorization on all settlement or stipulations. Should the total incurred amount exceed the member's self insured retention, the claims adjustor shall obtain written settlement authority from the applicable excess carrier. 16. Future Medical Claims Claims that remain open to monitor future medical care shall remain open for two (2) years from the last payment of benefit. Reviews shall be documented in the claim notes to include settlement information, outline future medical care, last date and type of treatment, name of excess carrier, excess carrier reporting level, and excess carrier reporting history. Reserves for future medical treatment will be reviewed every six (6) months and adjusted for use over a three (3) year average and the injured employee's life expectancy based on the current version of the U.S. Life Table. The reason(s) and calculation(s) for the adjustment(s) shall be clearly documented in the computer notepad. The claims administrator shall evaluate the claim at least once a year to determine a reasonable amount for settlement of future medical benefits and any remaining benefits due. The reason(s) and calculation(s) for the recommended settlement amount shall be clearly documented in the computer notepad. The claims administrator shall clearly document the computer notepad with the outcome of the settlement negotiations with the employee or applicant's attorney. 17. Subrogation In all cases where a third party is responsible for the injury to the employee, the third party shall be contacted within ten (10) business days with notification of the employer's right to subrogation and the recovery of certain claim expenses. Such contact will be documented in the claims administrator's computer notepad. If the third party is a governmental entity, a claim shall be filed with the governing board within six (6) months of the injury or notice of injury. Page 20 of 24 Resolution 3 -2007 ATTACHMENT 2 Periodic contact shall be made with the responsible party and /or insurer to provide notification of the amount of the estimated recovery to which the employer will be entitled. Such contact will be documented in the claims administrator's computer notepad. If the injured worker brings a civil action against the party responsible for the injury, the claims administrator shall consult with the employer about the value of the subrogation claim and other considerations. Upon employer authorization, subrogation counsel shall be assigned to file a Lien or a Complaint in Intervention in the civil action. Whenever practical, the claims administrator should take advantage of any settlement in a civil action by attempting to settle the workers' compensation claim by means of a Third Party Compromise and Release. If the parties are unable to agree on a reasonable Third Party Compromise and Release, then every effort should be made through the WCAB to offset claim expenses through a credit against the proceeds from the injured worker's civil action. 18. Vocational Rehabilitation /Supplemental Job Displacement Benefits (SJDB) In accordance with all applicable California laws in place at the date of injury, the claims administrator shall: A. Determine the Qualified Injured Worker/Non- Qualified Injured Worker status; B. Advise the injured worker of his/her right to rehabilitation benefits /SJDB; C. Provide appropriate vocational rehabilitation benefits /SJDB; D. Control rehabilitation costs; E. Attempt to secure the prompt conclusion of vocational rehabilitation benefits /SJDB; and F. Provide notification to the employer should work restrictions require permanent or modified alternative accommodations. 19. Excess Insurance Potential Workers' Compensation excess cases shall be reported in accordance with the reporting criteria established by the Bylaws of the Local Agency Workers' Compensation Excess Joint Powers Authority (LAWCX). All cases that meet the established reporting criteria are to be reported within ten (10) business days of the day on which it is known the criterion is met. 20. Award Payment Payments on Awards, Computations, or Compromise and Releases will be issued within ten (10) business days following receipt of the appropriate document. Page 21 of 24 Resolution 3 -2007 21. Penalties ATTACHMENT 2 Late payment of all benefits must include the self - imposed penalty in accordance with California law. The claims administrator will provide the member a quarterly listing of any administrative penalties paid the quarters ending March 31, June 30, September 30, and December 31, which were the responsibility of the claims administrator, and a check from the claims administrator payable to the member for reimbursement. The check and report shall be submitted to the member within thirty (30) calendar days after the quarter ends. 22. Reserves Reserves shall be established based on the facts of the claim and the ultimate probable cost of each claim. All reserve categories shall be reviewed on a regular basis but not less than at least every ninety (90) calendar days on active claims and every six (6) months on claims that have settled but are open to monitor future medical care. Such reviews shall be clearly documented in the computer notepad. Any changes to reserves shall include an explanation for the change. 23. Case Closure All indemnity cases, where permanent disability is not an issue, will be closed within sixty (60) calendar days of the final financial transaction or final correspondence to the injured worker as required by law. All indemnity claims, where permanent disability is an issue, will remain open for two (2) years from the last payment of benefits and then closed within sixty (60) calendar days from that date. 24. Right to Audit or Review The member or its designated representative is authorized to visit the claim administrator's processing and /or storage premises, for purpose of performing a claims audit or review, and have access to all data, including paper documents, microfilm, microfiche, and magnetically stored data which relate to payments or non - payments made by the employer. Any assistance or service provided in response to a claims audit described above will be rendered at no additional cost to the member or employer. 25. Loss Runs The loss run shall be issued by the 15th calendar day of the month following the closing date. Corrections to the loss run made by the 20th calendar day of the month shall be reflected in the following month's loss run. Requests for status of claims generated by the employer shall be provided within thirty (30) calendar days. Page 22 of 24 Resolution 3 -2007 26. Loss Data Specification Submissions ATTACHMENT 2 The claims administrator shall provide loss data information to the excess carrier on a monthly basis in the format outlined in Attachment I, "Request for Detail Information ". The submissions shall be submitted to the excess carrier's secure File Transfer Protocols (FTP) server by the 15th of the following month. The submission shall include the 49 required fields outlined in Attachment 3. The submissions will be made to the FTP server in addition to the loss runs provided to the members and will be made at no additional costs to the member, employer, or excess carrier. 27. Compliance with Labor Code The claims administrator shall comply with all provisions of the Labor Code and Rules and Regulations in effect at the applicable date of injury. Page 23 of 24 Resolution 3 -2007 ATTACHMENT 2 EXHIBIT "D" PAYMENT SCHEDULE/FEE SCHEDULE CONTRACTOR'S Claims Administration fee for the period July 1, 2011 through June 30, 2012 shall be $63,000.00. CONTRACTOR'S Claims Administration fee for the period July 1, 2012 through June 30, 2013 shall be $63,000.00. The Claims Administration fees are payable monthly in advance by the City of Gilroy upon receipt of CONTRACTOR'S invoice. The City of Gilroy shall pay CONTRACTOR a one -time data conversion fee not to exceed $5,000.00 upon successful completion of the data conversion. The data conversion cost shall be spread over the two years of the agreement with fifty percent of the cost being paid in each year. The City of Gilroy shall establish, maintain, and reconcile the workers compensation trust/bank account as such there will be no charge from CONTRACTOR for these services. The City of Gilroy shall be responsible for all Managed Care Services and Loss Adjustment Expenses. Managed Care Services shall include medical bill review, utilization review, and medical case management. Costs for such services are documented in Exhibit B; however, bill review services shall be billed at a rate not to exceed $30.00 per bill. Loss Adjustment Expenses shall include all reasonable expenses necessary to the adjustment of a claim in accordance with the Service Agreement, including, but not limited to, fees for engaging defense counsel, court reporters, expert witnesses and field investigators, incurred on behalf of the City of Gilroy. On behalf of the City of Gilroy, Innovative Claims Solutions, Inc. will perform all workers compensation claims reporting services required by the Medicare, Medicaid, and SCHIP Extension Act (MMSEA) Section 111 Mandatory Reporting to the Centers for Medicare & Medicaid Services (CMS) for the periods stated above. Page 24 of 24 OP ID: C8 ACORLT CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 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. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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 209 - 956 -8500 ni & Company- Stockton License 0208825 209- 956 -8508 CONTACT Connie Lundquist NAME: Q ,E o x 956 -8500 No): 209- 956 -8508 E -MAIL lund uist andreini.com ADDR c q ESS: 2291 West March Lane, #A -201 Stockton, CA 95201 Tracey Dela Riva PRODUCER INNOV -5 CUSTOMER ID #: INSURER(S) AFFORDING COVERAGE _ NAIC # HR Director /Risk Manager 7351 Rosanna Street INSURED Innovative Claim Solutions Inc INSURER A: Federal Insurance Company 20281 Gary Archibald 11030 White Rock Road #210 INSURER B: 35754610 Rancho Cordova, CA 95670 INSURER C. AMAGEES ocS ( Ea RENTE DREMIS D currence P $ 1,000,000 CLAIMS -MADE Fx—] OCCUR INSURER D: INSURER E., INSURER F $ 10,000 PERSONAL & ADV INJURY 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 LTR TYPE OF INSURANCE DDL UBR WVD POLICY NUMBER MM DD YYYY MM DDYYY Y LIMITS GENERAL LIABILITY ACCORDANCE WITH THE POLICY PROVISIONS. HR Director /Risk Manager 7351 Rosanna Street EACH OCCURRENCE $ 1,000,000 • X COMMERCIAL GENERAL LIABILITY 35754610 08/01110 08101/11 AMAGEES ocS ( Ea RENTE DREMIS D currence P $ 1,000,000 CLAIMS -MADE Fx—] OCCUR MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,00 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ Incl Agg $ X POLICY PROT LOC • AUTOMOBILE LIABILITY ANY AUTO 73513506 08/01/10 08/01/11 COMBINED SINGLE LIMIT (Ea accident) $ 1'000 000 BODILY INJURY (Per person) $ ALL OWNED AUTOS BODILY INJURY (Per accident) $ X SCHEDULED AUTOS HIRED AUTOS PROPERTY DAMAGE (Per accident) $ $ X NON -OWNED AUTOS UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 A EXCESS LIAB CLAIMS -MADE 79797000 08/01/10 08/01111 DEDUCTIBLE $ X $ RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER /EXECUTIVE Y / N 71712176 04/01/11 04/01/12 WC STATU- OTH- X TORY LIMITS ER — E.L. EACH ACCIDENT 1,_00_0,000 E.L. DISEASE -EA EMPLOYEE $ 1,000,000 OFFICFR/MEMBER EXCLUDED? ❑ (Mandatory in NH) N / A UPDATED E.L. DISEASE - POLICY LIMI f $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below A Professional Liab 81722762 08/01/10 08/01/11 Limit 3,000,000 A Fideiity 81815467 0810'1/10 08/01/11 Limit 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) City of Gilroy, its officers, respentatives, agents and employees are included as additional insured as respects to the General Liability as their interest may appear per the attached Blanket Additional Endorsement Form #80- 02- 2367 (08 -04) where required by written contract. CERTIFICATE HOLDER CANCELLATION ACCIP0 25 © 1388 -2009 ACORD CORPORATION. All rights reserved. I.. 2 At' n name i1nd log^ are r ^gistered rnarks o AC13'<n CITGIt.1 — SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Gilroy ACCORDANCE WITH THE POLICY PROVISIONS. HR Director /Risk Manager 7351 Rosanna Street AUTHORIZED REPRESENTATIVE Gilroy, CA 55020 ACCIP0 25 © 1388 -2009 ACORD CORPORATION. All rights reserved. I.. 2 At' n name i1nd log^ are r ^gistered rnarks o AC13'<n IELiability Insurance oil -iuBB ;Endorsement Policy Period AUGUST 1, 2010 TO AUGUST 1, 2011 Effective Date AUGUST 16, 2010 Policy Number 3575- 46-10 WUC Insured INNOVATIVE CLAIM SOLUTIONS INC Name of Company ITDERAI, INSURANCE COMPANY Da to issued NOVEMBER 10, 2010 This Endorsement applies to the following forms: GENERAL LLkBILTTY Under Who Is An Insured, the following provision is added: Who Is An Insured Scheduled Person Or Subject to all of the terms and conditions of this insurance, any person or organization shown in the Organization Schedule, acting pursuant to a written contract or agreement between you and such person or organization, is an insured; but they are insureds only with respect to liability arising out of your operations, or your premises, if you are obligated, pursuant to such contract or agreement, to provide them with such insurance as is afforded by this policy. However, no such person or organization is an insured with respect to any: assumption of liability by them in a contract or agreement. This limitation does not apply to the liability for damages for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. damages arising out of their sole negligence. Schedule PERSONS OR OROANIZATTONS THAT YOU ARE OBLIGATED, PURSUANT "TO WRITTEN CONTRACT OR AGREEMENT BE'l W TN YOU AND SUCI-[ PERSON OR ORGANIZATION, TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED --° BY THIS POLICY; BUT TIIEY ARE INSUREDS ONLY IF AND TO'fHc Liability Insurance WForm B7 G2 2987 (Rev. 8 04) Additional insured - Schedulod Peron Or Organization Eridorsatnent �~ continued Page 1 Liability Endorsement (condnued) MINIMUM EXTENT THAT SUCH CONTRACT OR AGREEMENT REQUIRES THE PERSON OR ORGANIZATION TO BE AFFORDED STATUS AS AN INSURED. HOWEVER, NO PERSON OR ORGANIZATION IS AN INSURED UNDER'I'HIS PROVISION; WHO IS MORE SPECIFICALLY DESCRIDi:D UNDER ANY OTHER PROVISION OF THE WHO IS AN INSURED SECTION OF THIS POLICY {REGARDLESS OF ANY LIMITATION APPLICABLE. 'THERETO) WITH RESPECT TO ASSUMPTION OF LIABILITY BY THEM IN A CONTRACTf OR AGREEMENT. THIS LIMITATION DOES NOT APPLY TO TIdE LIABILITY FOR DAMAGES FOR INJURY OR DAMAGE, TO WHICH THIS INSURANCE APPLIES, THAT THE PERSON OR ORGANIZATION WOULD HAVE IN THE ABSENCE OF SUCH CONTRACT OR AGREEMENT WPTI -i RESPECT' TO DAMAGES ARISING OUT OF THEIR SOLE NEGLIGENCE. All other terms and conditions remain unchanged. Authorized Rapresantative Q--S N'—' Llebtlity Insurance AddWonal insured - Scheduled Person Or Organization last papa Forin 90.02.2367 (113v. 8.04) Endorsdrnpnl Pago 2 ci-rur�ra General Liability Conditions Legal Action Against Us A person or organization may sue us to recover on an agreed settlement or on a final judgment (continued) against an Insured obtained after an actual: • trial in a civil proceeding; or • arbitration or other alternative dispute resolution proceeding; but we will not be liable for damages that are not payable under the terms and conditions of this insurance or that are in excess of the applicable Limits Of insurance. ....:: :.:..:::::,:. ...... Other Insurance If other valid and collectible insurance is available to the insured for loss we would otherwise cover under this insurance, our obligations are limited as follows. --v Primary Insurance This insurance is primary except when the Excess Insurance provision described below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in the Method of . Sharing provision described below. Excess Insurance This insurance is excess over any other insurance, whether primary, excess, contingent or on any other basis: A. that is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar insurance for your work; B. that is insurance that applies to property damage to premises rented to you or temporarily occupied by you with permission of the owner; C. if the loss arises out of aircraft, autos or watercraft (to the extent not subject to the Aircraft, Autos Or Watercraft exclusion); D. that is insurance: 1. provided to you by any person or organization working under contract or agreement for you; or 2. under which you are included as an insured, or E. that is insurance under any Property section of this policy. Whet) this insurance is excess, we will have no duty to defend the insured against any suit it any other insurer has a duty to defend such insured against such 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, When this insurance is excess over other insurancc, we will pay only our share of the amount of loss, if any, that exceeds the sum of the total: • amount that all other insurance would pay for loss in the absence of this insurance; and of all deductible and self- insured amounts under all other insurance. LiabRity Insurance Form 17- 02.3080 (Rav, I !3I J ConLract _ �— Pago 20 of 32 OP ID: C8 .4CORLO° CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DDIYYYY) 06/14/11 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. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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 209 - 956 -8500 Andreini & Company- Stockton 209- 956 8508 License 0208825 2291 West March Lane, #A -201 Stockton, CA 95201 Trace Dela Rival Y NAME: Connie Lundquist PHONE 209- 956 -8500 FAX AIC No E.11: A/c N.): 209- 956 -8508 E -MAIL clund uist andreini.com ADDRESS: q PRODUCER INNOV -5 CUSTOMER ID #: INSURER(S) AFFORDING COVERAGE NAIC # INSURED Innovative Claim Solutions Inc INSURER A: Federal Insurance Company 20281 Gary Archibald 11030 White Rock Road #210 INSURERS: X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR Rancho Cordova, CA 95670 INSURER C: 08/01/11 AMA MISEES ocT Ea RENTE DRE D currence P $ 1,000,000 MED EXP (Any one person) INSURER D: PERSONAL & ADV INJURY 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 LTR TYPE OF INSURANCE DDL UBR POLICY NUMBER POLICY EFF MM /DD/YYYY POLICY EXP MM/DD/YYYY LIMITS Gilroy, CA 95020 GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 • X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR 35754610 08/01/10 08/01/11 AMA MISEES ocT Ea RENTE DRE D currence P $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ Incl Agg X POLICY PRO LOC $ • AUTOMOBILE LIABILITY ANY AUTO 73513506 08/01/10 08/01/11 COMBINED SINGLE LIMIT (Ea accident) $ 1'000'000 BODILY INJURY (Per person) $ ALL OWNED AUTOS BODILY INJURY (Per accident) $ X SCHEDULED AUTOS HIRED AUTOS PROPERTY DAMAGE (Per accident) $ $ X NON -OWNED AUTOS $ UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 • EXCESS LIAB CLAIMS -MADE 79797000 08/01/10 08/01/11 DEDUCTIBLE $ $ X RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR /PARTNER /EXECUTIVE YIN 71712176 04/01/11 04101112 X WC STATU- OTH- TORY LIMITS ER E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N / A UPDATED F.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below I I I $ 1,000,000 I E.L. DISEASE - POLICY LIMIT • Professional Liab 81722762 08101110 08/01/11 Limit 3,000,000 • Fidelity 81815467 08/01/10 08/01111 Limit 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) City of Gilroy, its officers, respentatives, agents and employees are included as additional insured as respects to the General Liability as their interest may appear per the attached Blanket Additional Endorsement Form #80- 02- 2367 (08 -04) where required by written contract. CERTIFICATE HOLDER CANCELLATION CITGIL1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Gilroy ACCORDANCE WITH THE POLICY PROVISIONS. HR Director /Risk Manager AU 1`1 IORIZED REPRESENTATIVE 7351 Rosanna Street Gilroy, CA 95020 ©1938 -2009 ACOI-10 CORPORATION. Ail rights reserved. ACORD 25 (2009109) The ACORD name and logo are registemd marks of ACORD IELiability Insurance C HUE30 Endorsement Policy Period AUGUST 1, 2010 TO AUGUST 1, 2011 Effective Date AUGUST 16, 2010 Policy Number 3575 -46- 10 WUC Insured INNOVATIVE CLAIM SOLUTIONS INC Name of Company ITI7ERA[, INSURANCE COMPANY Date Issued NOVI:MI3ER 10, 2010 This Endorsement applies to the Following forms: GENERAL LIABILITY Under Who Is An Insured, the following provision is added: Who Is An Insured Scheduled Person Or Subject to all of die terms and conditions of this insurance, any person or organization shown in the Organization Schedule, acting pursuant to a written contract or agreement between you and such person or organization, is an Insured; but they are Insureds only with respect to liability arising out of your operations, or your premises, if you are obligated, pursuant to such contract or agreement, to provide there with such insurance as is afforded by this policy. However, no such person or organization is an insured with respect to any: assumpdon of liability by them in a contract or agreement. This limitation does not apply to the liability for damages far injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. damages arising out of their sole negligence. Schedule PERSONS OR ORGANIZATIONS THAT YOU ARL OBLIGATED, PURSUANT TO WRITTEN CONTRACT OR AGREENIP'NT BETWEEN YOU AND SUCH PERSON OR ORGANIZATION, TO PROVIDE WIT14 SUCH INSURANCE AS IS AFFORDED BY'll-IIS POLICY; BUT THEY ARE INSUREDS ONLY Ir AND TO THE Llablllry lnsunrnce Additional Insured - Schedufsd Person Of Organization continued u,;1 Form 80- 02.2367 (Rev. 8 -04) Endorsement T� Fagd 1 Liability Endorsement (condnued) MINIMUM EXTENT THAT SUCH CONTRACT OR AGREEMENT REQUIl21~S THE PERSON OR ORGANIZATION TO BE AFFORDED STATUS AS AN INSURED. HOWEVER, NO PERSON OR ORGANIZATION 1S AN INSURED UNDER THIS PROVISION: WHO IS MORE SPECIFICALLY DESCRIBED UNDER ANY OTHER PROVISION OE THE WHO IS AN INSURED SECTION OF THIS POLICY (REGARDLESS OF ANY LIMITATION APPLICABLE THERETO) WITH RESPECT TO ASSUMPTION OF LIABILITY I3Y TI -IEM IN A CONTRAC ' OR AGREEMENT, THIS LIMIT'ATTON DOES NOT APPLY TO TIdE LIABILITY FOR DAMAGES FOR INJURY OR DAMAGE, TO WHICH THIS INSURANCE APPI ff'S, THAT THE PERSON OR ORGANIZATION WOULD HAVE IN THE ABSENCE OF SUCH CONTRACT OR AGREEMENT WITH RESPECT TO DAMAGES ARISING OUT OF TItEIR SOLE NEGLIGENCE. All other terms and conditions remain unchanged. Authorized Representative VabllJty Insurance Additlonal insured - Scheduled Purson Or Organize Yon last gaga Form 60. 02.2967 (i c V tI.04) Endorsement _ �' Pago 2 CHNE tI.�BB General Liability Conditions Legal Action Against Us A person or organization may sue us to recover on an agreed settlement or on a final judgment (continued) against an insured obtained after an actual: trial in a civil proceeding; or • arbitration or other alternative dispute resolution proceeding; but we will not be liable for damages that are not payable under the terms and conditions of this insurance or that are in excess of the applicable Limits Of Insurance. Other Insurance If other valid and collectible insurance is available to the insured for loss we would otherwise cover under this insurance, our obligations are limited as follows. Primary Insurance This insurance is primary except when the Excess Insurance provision described below applies. If this insurance is primary, our obligations are not affected unless any of the other Insurance is also primary. Then, we will share with all that other insurance by the method described in the Method of . Sharing provision described below. Excess Insurance This insurance is excess over any other insurance, whether primary, excess, contingent or on any other basis: A. that is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar insurance for your work; B. that is insurance that applies to property damage to premises rented to you or temporarily occupied by you with permission of the owner; C. if the loss arises out of aircraft, autos or watercraft (to the extent not subject to the Aircraft, Autos Or Watercraft exclusion); D. that is insurance: 1. provided to you by any person or organization working under contract or agreement for you; or 2. under which you are included as an insured; or E. that is insurance under any Property section of this policy. When this insurance is excess, we will have no du ty to defend the insured against any suit if any other insurer has a duty to defend such insured against such 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. When this insurance is excess over other insurance, we will pay only our share of the amount of loss, if any, that exceeds the sum of the total: • amount that all other insurance would pay for loss in the absence of this insurance; and • of all deductible and self - insured amounts under all other Insurance. Liability lnsurance Form 17 -02 -3080 (Rev. 4-01) contract Pago 23 of 32