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CONTRACT 5504 Professional Services Agreement Agreement No. 5504 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND ADMINSURE INC. This AGREEMENT is entered into this 15ffi day of February, 2018, by and between the CITY OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and ADMINSURE INC., a California Corporation("CONSULTANT"). 1. CONSIDERATION. A. As partial consideration, CONSULTANT agrees to perform the work listed in the SCOPE OF SERVICES, below; B. As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement; C. As additional consideration, for February 15, 2018 through June 30, 2018 of this agreement, the CITY agrees to pay CONSULTANT $2,862.30 per month for CONSULTANT's services. Subsequent years, from July 1 to June 30, this monthly amount may be increased by three percent each year on July 1. CITY may modify this amount as set forth below. 2. SCOPE OF SERVICES. A. CONSULTANT will perform services listed in the attached Exhibit"A,"which is incorporated by reference. B. CONSULTANT will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the professional services required of CONSULTANT by this Agreement. 3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CITY will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of any deficiencies and CONSULTANT will have fifteen (15) days after such notification to cure any shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne by CONSULTANT. -I- Agreement No. 5504 4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement, CONSULTANT must submit a monthly invoice (all as set forth in Exhibit "A") for the tasks performed. 5. NON-APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year. 6. ADDITIONAL WORK. N/A. 7. FAMILIARITY WITH WORK. A. By executing this Agreement, CONSULTANT agrees that it has: i. Carefully investigated and considered the scope of services to be performed; ii. Carefully considered how the services should be performed; and iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. B. If services involve work upon any site, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should CONSULTANT discover any latent or unknown conditions that may materially affect the performance of the services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at CONSULTANT's own risk until written instructions are received from CITY. 8. TERM. The term of this Agreement will begin February 15, 2018. This Agreement will automatically renew, on an annual basis, on July 1 of each year unless otherwise terminated pursuant to Section 16. 9. TIME FOR PERFORMANCE. A. CONSULTANT will not perform any work under this Agreement until: i. CONSULTANT furnishes proof of insurance as required under Section 23 of this Agreement; and ii. CITY gives CONSULTANT a written notice to proceed. B. Should CONSULTANT begin work on any phase in advance of receiving written -2- Agreement No. 5504 authorization to proceed, any such professional services are at CONSULTANT's own risk. 10. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond CONSULTANT's control, CITY may grant a time extension for the completion of the contracted services. If delay occurs, CONSULTANT must notify the Manager within forty-eight hours (48 hours), in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement's schedule. The Manager will extend the completion time, when appropriate, for the completion of the contracted services. 11. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibit; this Agreement supersedes any conflicting provisions. 12. CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties. 13. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number. 14. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement. 15. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character. 16. TERMINATION. A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause. B. CONSULTANT may terminate this Agreement at any time with CITY's mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date. C. Upon receiving a termination notice, CONSULTANT will immediately cease performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional -3- Agreement No. 5504 work performed by CONSULTANT after receiving a termination notice will be performed at CONSULTANT" own cost; CITY will not be obligated to compensate CONSULTANT for such work. D. Should termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT will, at CITY's option, become CITY's property, and CONSULTANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section 1(C). E. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated. F. By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. 17. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT under this Agreement are CITY's property. CONSULTANT may retain copies of said documents and materials as desired, but will deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of CONSULTANT's completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY's own risk. 18. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or public CITY without CITY's prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties. 19. INDEMNIFICATION. A. CONSULTANT agrees to the following: i. Indemnification for Professional Services. CONSULTANT will save harmless and indemnify and at CITY's request reimburse defense costs for CITY and all its officers, volunteers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by CONSULTANT or any of CONSULTANT's officers, agents, employees, or representatives, in the performance of this Agreement, except for such loss or damage arising from CITY's sole negligence or willful misconduct. -4- Agreement No. 5504 ii. Indemnification for other Damages. CONSULTANT indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance, except for such loss or damage arising from CITY's sole negligence or willful misconduct. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, CONSULTANT will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise. B. For purposes of this section "CITY" includes CITY's officers, officials, employees, agents, representatives, and certified volunteers. C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. D. The requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT as required by Section 23, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONSULTANT pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. 20. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services. CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void. 21. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which is it performed. CONSULTANT will be free to contract for similar service to be performed for other employers while under contract with CITY. CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only. 22. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. -5- Agreement No. 5504 CONSULTANT will retain such financial and program service records for at least three (3)years after termination or final payment under this Agreement. 23. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum,with the limits set forth below: "1 vve of Insurance Limits Commercial general liability: $2,000,000 Professional Liability $2,000,000 Business automobile liability $2,000,000 Workers compensation Statutory requirement Fidelity bond $1,000,000 B, Commercial general liability insurance will meet or exceed the requirements of the most recent ISO-CGL Form. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. The General Liability policy will be endorsed to name CITY, its officials, officers, employees, agents, representatives and volunteers as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY. C. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," CONSULTANT will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover CONSULTANT for all claims made by CITY arising out of any errors or omissions of CONSULTANT, or its officers, employees or agents during the time this Agreement was in effect. D. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 0106 92, including symbol 1 (Any Auto). -6- Agreement No. 5504 E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement, a copy of an Additional Insured endorsement confirming CITY has been given Insured status under CONSULTANT's General Liability policy, and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of"A:VII." F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at CONSULTANT's expense and deduct the cost of such insurance from payments due to CONSULTANT under this Agreement or terminate pursuant to Section 16. 24. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation. 25. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update. 26. NOTICES. All communications to either parry by the other party will be deemed made when received by such party at its respective name and address as follows: If to CONSULTANT: If to CITY: Adminsure Inc. City of El Segundo 3380 Shelby Street 350 Main Street Ontario, CA 91764-5566 El Segundo, CA Attention: Alithia Vargas-Flores Attention: Joseph Lillio Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 27. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY's conflict of interest regulations. 28. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT's bona fide employee, to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSULTANT's bona fide employee, any fee, -7- Agreement No. 5504 commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability. 29. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of CONSULTANT's or CITY's obligations under this Agreement. 30. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County. 31. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement. 32. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. There is one (1) Attachment to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 33. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party. 34. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 35. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. CITY's executive manager,or designee,may execute any such amendment on behalf of CITY. 36. ACCEPTANCE OF ELECTRONIC SIGNATURES. The Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by either electronic (.pdf) or facsimile transmission. Such electronic or facsimile signature will be treated in all respects as having the same effect as an original signature. 37. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. -8- Agreement No. 5504 38. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 39. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' reasonable control, then the Agreement will immediately terminate without obligation of either party to the other. 40. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY. [Signatures on next page] -9- Agreement No. 5504 IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first hereinabove written. CITY(' 1�'L S UNL ADMINSURE, INC. jj�i�4-- Greg pente', 4 tl�ia Vargas-Il r5res City nager President/CFO ATTEST: I., Taxpayer ID No, 95-3773318 �,',�ity Clerk APPROVED AS TO FORM: for Mark 1). Ileri.!,e,6 City Attonicy IL/ RA-\% -10- Agreement No. 5504 Exhibit "A" SCOPE OF SERVICES, ADDITIONAL TERMS AdminSure, Inc. (the "Administrator") shall administer the Program for the City of El Segundo ("Client") and shall act as the Client's representative in connection with the investigation, adjustment and administration of applicable liability claims asserted by third parties against the Client as detailed below. The Administrator shall provide the Client, during the term of this Agreement, with the following services: 1. PERIODIC MEETINGS: The Administrator shall meet with the Client and staff and the City's legal counsel periodically to: A. Assist in developing internal procedures for tracking claims, active litigation, and assessing and addressing liability issues. B. Provide orientation and training to personnel involved in the administration of the Program. C. Discuss specific claims and general trends in the Program. 2. CLAIMS ADMINISTRATION: The Administrator shall provide supervisory, administrative and adjustment services on liability claims asserted against the Client as follows: A. Investigating claims and reviewing significant liability events(for example,officer involved shootings, accidents involving fatalities or significant bodily injury, and personnel disputes). B. Establishing files and setting reserves on new cases. Reserves should be set based upon standards set by the City's insurer and communications with the City's legal counsel regarding estimated legal fees and liability exposure. C. Maintaining contact with claimants or their attorneys with regard to cases with liability estimated at less than$200,000. For liability estimated above $200,000, communications should be coordinated with the City's legal counsel. D. Deciding upon and initiating a proper course of investigation relative to the City' potential exposure. For significant exposure cases, the course of the investigation shall be discussed with the City's legal counsel. E. Periodically reviewing cases for disposition and updating the reserve amount. F. Determining potential fault and settlement value in cases involving liability of less than $200,000. For cases estimated to involve fault of$200,000 or more,the determination of potential fault and settlement value shall be made by the City's legal counsel. Page 1 of 4 Agreement No. 5504 G. Seeking contribution or indemnity from responsible third parties. This shall be done at the earliest potential opportunity to protect the City's rights. R Preparing written reports when recommending settlement in excess of the Administrator's authority or when recommending rejection or denial of a claim. I. Negotiating settlements when authorized by the City's Finance Director, City Manager or City Council based upon the financial authority of these positions. 1 Preparing and finalizing releases from claimants when the settlement amount is within the authority of the City's Finance Director or the City Manager, unless a complaint has been filed. If a complaint has been filed,the City's legal counsel shall prepare the settlement documents and finalize same. K. Initiating payment of settlements and expenses. L. Sending the appropriate response letters to claimants or their attorneys in accordance with the Government Code Torts Claim Act. M. Notifying the Client's excess liability insurers of all applicable claims which exceed or may exceed the Client's self-insurance retention,maintaining liaison between the Client and its excess liability insurers on matters affecting the adjustment of such claims and arranging for reimbursement to the Client of losses in excess of its self- insurance retention. N. Closing files when appropriate to do so.. 3. INVESTIGATION: The Administrator shall provide investigative services as follows: A. The Administrator shall conduct office investigations,through the mail, email and over the phone,which shall include: obtaining written questionnaires or telephone recorded statements from Client's employees, claimants and witnesses; obtaining police and fire and other official reports; obtaining medical reports from claimants, their doctors or their attorneys; obtaining wage loss information from claimants, their employers or their attorneys; and all other investigation that can be handled effectively from the office. With regard to questionnaires and statements, if the claim involves potential liability in excess of$200,000,the Administrator shall coordinate such with the City's legal counsel. B. When field investigation is needed to properly handle liability claims (for example pictures of alleged right of way defects, dangerous property conditions, etc.),the Administrator shall conduct an appropriate and immediate field investigation, which shall include: photographs and/or diagrams of accident scenes; canvassing for witnesses; meeting with claimants, Client employees or witnesses to obtain detailed information; and all other investigation that is best handled in the field. Page 2 of 4 Agreement No. 5504 4. LITIGATION MANAGEMENT: The Administrator shall provide the following services with regard to litigated claims: A. Upon service of a lawsuit against the Client with respect to a liability claim,the Administrator shall contact the Client for referral of the case to a defense attorney who is acceptable to and approved by the Client. B. The Administrator, in coordination with the Client, shall supervise and confer with defense attorneys during all stages of litigation to assist attorneys in preparing cases and to ensure optimal return on legal effort. C. The Administrator shall audit and approve all legal expenses. D. The Administrator shall continue all claims administration and investigation functions. E. The Administrator shall attend, upon request by the Client, all settlement conferences, arbitrations, mediations and Small Claim Court hearings on behalf of the Client. F. The Administrator shall ensure that the litigations guidelines and rules of the City's insurer are complied with by the legal counsel conducting the defense of the City. However, with regard to cases that represent relatively low exposure to the City and will not likely exceed $200,000,the City and Administrator shall determine whether some of the guidelines need to be followed based upon the cost-benefit of potentially requiring excessive administrative work by legal counsel. 5. CHECKING ACCOUNT: The client and the Administrator agree that: A. The Client shall establish and maintain a checking account from which all expenses and settlements are to be paid. B. The Administrator shall prepare checks and issue those checks directly to payees without delay. C. The Administrator shall sign checks with a facsimile signature or manually. D. The Administrator shall secure checks in a locked area accessible to a limited number of authorized personnel. E. The Client shall maintain an adequate balance in their checking account to meet all obligations without delay. Page 3 of 4 Agreement No. 5504 6. ELECTRONIC DATA PROCESSING: The Administrator shall provide the Client with electronic data processing services that will allow for the production of loss experience and transaction reports within fifteen (15) days following the close of each calendar month. 7. RECORDS: The Administrator shall establish and maintain electronic and hard copy files (when it is not possible to maintain electronic records) with regard to claims, claim logs, investigation records, transaction documents and all other records associated with the Program. These records shall be the property of the Client. These files shall be maintained by the Administrator for five (5) years following the closing of a claim file and shall thereafter become the responsibility of the Client to store. Upon cancellation of this Agreement, the Client shall be responsible for maintaining and storing all data, records, et cetera. The Administrator shall not dispose of or destroy hard files without the prior, written authorization of the Client. Page 4 of 4