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1 CONTRACT No. _________
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF GLENDALE
AND
ADMINSURE, INC.
THIS AGREEMENT (“Agreement”), effective July 01, 2023 (“Effective Date”), is between the City of Glendale ("CITY"), a municipal corporation, and Adminsure, Inc. ("FIRM”), a California corporation(collectively, “PARTIES” or individually, “PARTY”).
RECITALS
A. CITY is a public entity organized and existing under its Charter and the State of California’s Constitution.
B. CITY desires to hire a qualified and experienced FIRM to provide the CITY with services and duties customarily and usually performed by Third Party Administrators. including but not limited to adjusting and managing all of CITY’s worker’s compensation claims, bill review, utilization review, and all the duties relating thereto.
C. On January 18, 2023, CITY issued a “Request for Proposals” for Worker’s Compensation Administration Services (“RFP”) — which is attached as “Exhibit A” and is fully incorporated into this Agreement by this reference— describing CITY’s need for such services, and setting forth qualifications, conditions, and requirements for those services.
D. On January 31, 2023, FIRM submitted a Proposal (“FIRM’s Proposal”), which is attached as “Exhibit B” and is fully incorporated into this Agreement by this reference.
E. On June 27, 2023, the Glendale City Council (“City Council”) adopted a Motion— which is attached as “Exhibit C” and is fully incorporated into this Agreement by this reference— accepting FIRM’s Proposal and awarding FIRM the right to perform services on CITY’s behalf, subject to the terms and conditions of this Agreement.
F. FIRM represents that FIRM is, and will continue to be for this Agreement’s duration, a California corporation in good standing.
G. FIRM possesses the competence, experience, expertise, skill, facilities, equipment, personnel, financial wherewithal, and other resources necessary to perform this Agreement’s tasks in a professional and competent manner.
H. FIRM desires to furnish and perform professional services for CITY, on the terms and conditions described in this Agreement. FIRM has the legal authority to provide, engage in, and carry out the professional services set forth in this Agreement.
DocuSign Envelope ID: 1B78F179-A762-4438-9A62-BBE177E4CFEC 8002129
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2 AGREEMENT
THEREFORE, CITY engages FIRM’s services, and in consideration of the PARTIES ’ mutual promises, the PARTIES agree as follows:
1.0 INCORPORATION OF RECITALS
1.1. The Recitals constitute the factual basis upon which CITY and FIRM have entered into this Agreement. CITY and FIRM acknowledge the Recitals ’ accuracy and , therefore, incorporate them into this Agreement.
2.0 TERM
2.1. This Agreement’s Term is three (3) years, beginning on July 01, 2023 and ending on June 30, 2026, unless this Agreement ends sooner according to the terms elsewhere in this document.
2.2 Before the initial term’s ending date, CITY will have the option of renewing this Agreement, two (2) additional time s –once in 2026, and again in 2027, with each renewal for a period of one year (“renewal term”). Exercise of the renewal option will be at the City Attorney’s sole discretion and will require approval by both the City Manager and City Council. Upon renewal, the Agreement may be subject to new and or additional terms and conditions. Otherwise, without further notice, this Agreement on the initial ending date specified in Paragraph 2.1.
3.0 SERVICES
3.1. Scope of Work. FIRM shall provide CITY with Third Party Administration Services (“the Services”), in accordance with the Scope of Work, which is attached as “Exhibit D” to this Agreement and is incorporated into it by this reference.
3.2. Written Authorization.
(A) FIRM shall not make changes in the Scope of Work, perform any additional work, or provide any additional material, without first obtaining written authorization from CITY. If FIRM provides additional services or materials without written authorization, or if FIRM exceeds the Maximum Cost in Paragraph 7.2 of this Agreement, FIRM proceeds at FIRM's own risk and without payment.
3.3. Professional Standard of Care. During this Agreement’s Term:
DocuSign Envelope ID: 1B78F179-A762-4438-9A62-BBE177E4CFEC
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3 (A) FIRM and its SubFIRMs, subcontractors, employees, and agents (collectively, “FIRM PARTIES”) shall perform all of th e Services in this Agreement in an expeditious and professional manner, using professionals properly licensed and duly qualified to perform the Services.
(B) FIRM PARTIES shall perform the work described in this Agreement in accordance with generally accepted professional practices and principles, and in a manner consistent with the level of care and skill ordinarily exercised under similar conditions by members of FIRM PARTIES’ profession currently practicing in California. By delivering the completed work, FIRM PARTIES represent and certify that their work conforms to: the requirements of this Agreement; all applicable (federal, state, county, local, CITY) laws, rules, regulations, orders, and procedures; and the professional standard of care in California.
(C) FIRM PARTIES are responsible for making an independent evaluation and judgment of all conditions affecting performance of the work, including without limitation , applicable (federal, state, county, local, CITY) laws, rules, regulations, orders, and procedures; and all other contingencies or design considerations. Data, calculations, opinions, reports, investigations, or any other information or documents that CITY provides relating to site, local, or other conditions are not warranted or guaranteed, either expressly or implied, by CITY.
(D) When the Scope of Work requires or permits CITY’s review, approval, conditional approval, or disapproval, FIRM acknowledges that CITY’s review, approval, conditional approval, or disapproval:
(1) Is solely for the purposes of administering this Agreement and determining whether FIRM is entitled to payment for its Services;
(2) Is not to be construed as a waiver of any breach, or acceptance by CITY, of any responsibility— pr ofessional or otherwise — for the Services or FIRM’s work product;
(3) Does not relieve FIRM of the responsibility for complying with the standard of performance or professional care; or laws, regulations, or industry standards; and
(4) Does not relieve FIRM from liability for damages arising out of FIRM’s: negligent acts, errors, or omissions ; recklessness; willful misconduct; or noncompliance with industry standards.
(E) W ithout additional compensation to FIRM and at no cost to CITY, FIRM shall correct or revise all errors, mistakes, or deficiencies in its work product, studies, reports, designs, drawings, specifications, or other services.
4.0 TIME FOR PERFORMANCE
4.1. FIRM shall complete all of the Services by June 30, 2026.
DocuSign Envelope ID: 1B78F179-A762-4438-9A62-BBE177E4CFEC
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4 4.2. Force Majeure. If an event or condition constituting a “force majeure”— including, but not limited to, an act of God, labor dispute, civil unrest, epidemic, or natural disaster— prevents or delays a PARTY from performing or fulfilling an obligation under this Agreement, the PARTY is not in Default, under Paragraph 13.1 of this Agreement of the obligation.
A delay beyond a PARTY’s control automatically extends the time, in an amount equal to the period of the delay, for the PARTY to perform the obligation under this Agreement. The PARTIES shall prepare and sign an appropriate document acknowledging any extension of time under this Paragraph.
5.0 PERSONNEL
5.1. Key Personnel. FIRM’s project team shall work under the direction of the following key personnel: Alithia Vargas-Flores, Vice President/Director of Operations. FIRM shall minimize changes to its key personnel. CITY may request key personnel changes, and CITY may review and approve key personnel changes proposed by FIRM . C ITY will not unreasonably withhold approval of key personnel assignments and changes.
5.2. Use of Agents or Assistants. With CITY’s prior written approval, FIRM may employ, engage, or retain the services of persons or entities (“SubFIRMs”) that FIRM may deem proper to aid or assist in the proper performance of FIRM’s duties. CITY is an intended beneficiary of a ll work that the SubFIRM s perform for purposes of establishing a duty of care between the SubFIRMs and CITY. FIRM is as responsible for the performance of its SubFIRMs as it would be if it had rendered the Services itself. All costs of the tasks performed, or the expenses incurred by the SubFIRMs are chargeable directly to FIRM. Nothing in this Agreement constitutes or creates a contractual relationship between CITY and anyone other than FIRM.
5.3. Independent Contractor.
(A) FIRM understands and acknowledges that FIRM is an independent contractor, not an employee, partner, agent, or principal of CITY. This Agreement does not create a partnership, joint venture, association, or employer-employee relationship between the PARTIES.
At its own expense, FIRM is responsible for providing compensation; employment benefits; disability, unemployment, and other insurance; workers’ compensation; training; permits and licenses; and office space for FIRM and for FIRM’s employees and SubFIRMs. FIRM has, and shall retain, the right to exercise full control over the employment, direction, compensation, and discharge of all persons whom FIRM uses in performing the Services under this Agreement. FIRM shall provide the Services in FIRM’s own manner and method, except as this Agreement specifies.
FIRM shall treat a provision in this Agreement that may appear either to give CITY the right to direct FIRM as to the details of doing the work, or to exercise a measure of control over the work, as giving FIRM direction only as to the work’s end result.
(B) FIRM shall indemnify, defend (including FIRM’s providing and paying for legal counsel for CITY), and hold harmless CITY for any obligation; claim; suit; demand for tax or retirement contribution, including any contribution or payment to the Public Employees Retirement DocuSign Envelope ID: 1B78F179-A762-4438-9A62-BBE177E4CFEC
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5 System (PERS); social security; salary or wages; overtime, penalty, or interest payment; or workers' compensation payment that CITY may be required to make on behalf of FIRM, an employee of FIRM, or any employee of FIRM construed to be an employee of CITY, for the work done under this Agreement.
5.4. Non-Discrimination in Employment. FIRM shall not discriminate against any employee or person who is subject to this Agreement because of race, color, religion, religious belief, national origin, ancestry, citizenship, age, sex, sexual orientation, marital status, pregnancy, parenthood, medical condition, or physical or mental disability.
5.5. Disability Access Laws. FIRM represents and certifies that the work product, studies, reports, designs, drawings, and specifications that FIRM prepares under this Agreement fully c onform to all applicable disability access and design laws, regulations, and standards — including, but not limited to, the Americans with Disabilities Act (42 U.S.C. Sections 12101 et seq.) and Title 24 of the California Code of Regulations— when the Scope of Work requires or calls for compliance with those laws, regulations, or standards.
5.6. Prevailing Wage Laws. Services by persons deemed to be employees of FIRM possibly may be subject to prevailing wages under California Labor Code Sections 1770- 1781. FIRM’s sole responsibility is to comply with those requirements, should they apply. If a dispute based upon the prevailing wage laws occurs, FIRM, at its expense, shall indemnify, defend (including FIRM’s providing and paying for legal counsel for CITY), and hold harmless CITY, its officers, agents, employees, and representatives from and against all liability, claims, suits, demands, damages, fines, penalties, wages, costs, or expenses pertaining to the prevailing wage laws.
5.7. Workers’ Compensation. FIRM understands and acknowledges that all persons furnishing services to CITY under this Agreement are, for the purpose of workers’ compensation liability, employees solely of FIRM and not of CITY. In performing the Services or the work under this Agreement, FIRM is liable for providing workers’ compensation benefits to FIRM’s employees, or anyone whom FIRM directly or indirectly hires, employs, or uses. CITY is not responsible for any claims at law or in equity caused by FIRM’s failure to comply with this Paragraph.
6.0 FACILITIES
6.1. FIRM shall provide all facilities necessary to fully perform and complete the Services. If FIRM needs to use a CITY facility, FIRM shall meet and confer with CITY before FIRM begins the work that this Agreement requires, the PARTIES shall agree to any costs chargeable to FIRM , and in an amendment to this Agreement, the PARTIES shall describe the facility’s terms of use and its charges.
6.2. FIRM shall pay for any damage to CITY property, facilities, structures, or streets arising out of FIRM’s use, occupation, operation, or activities in, upon, under, or over any portion of them.
7.0 PAYMENT
DocuSign Envelope ID: 1B78F179-A762-4438-9A62-BBE177E4CFEC
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6 7.1. Fee. CITY’s p ayment to FIRM will be based upon FIRM’s Fee Schedule, which is attached as “Exhibit E” to this Agreement and is incorporated into it by this reference.
Except as itemized in the Fee Schedule, FIRM shall pay for all expenses, including reimbursable or out-of-pocket expenses that FIRM incurs in performing the Services. The Fee Schedule will remain in effect for the Agreement’s Term.
7.2. Maximum Cost. FIRM expressly acknowledges that the total cost to complete all tasks associated with this Agreement mus t not exceed $2,650,474 dollars, plus all miscellaneous fees to be itemized per claim at the rates set forth in the Fee Schedule. (Maximum Cost”).
7.3. If CITY requires additional work not included in this Agreement, FIRM and CITY shall negotiate the additional work, mutually agree on the amount of additional compensation, and memorialize the terms in either a separate written contract or an amendment to this Agreement.
7.4. Taxes. FIRM shall pay all applicable (federal, state, county, local, CITY) excise, sales, consumer use, possessory interest, or other similar taxes required by law that are levied upon this Agreement or upon FIRM’s services under this Agreement.
8.0 AUDIT BY CITY
8.1. During this Agreement’s Term and for a period of four (4) years after the expiration, cancellation, or termination of this Agreement, or any extension of it, FIRM shall:
(A) Keep and maintain, in their original form, all records, books, papers , or documents related to FIRM’s performance of this Agreement; and
(B) Permit CITY or its authorized representatives, at all reasonable times, to have access to, examine, audit, excerpt, copy, photocopy, photograph, or transcribe all records, books, papers, or documents related to FIRM’s performance of this Agreement including, but not limited to:
direct and indirect charges, and detailed documentation, for work FIRM has performed or will perform under this Agreement.
9.0 DATA, RECORDS, PROPRIETARY RIGHTS
9.1. Copies of Data. FIRM shall provide CITY with copies or originals of all data that FIRM generates, uses, collects, or stores in relation to all work associated with this Agreement. Data that FIRM generates, uses, collects, stores, or provides must be in a form acceptable to, and agreed upon by, CITY.
9.2. Ownership and Use.
(A) Unless CITY states otherwise in writing, each document— including, but not limited to, each report, draft, or record, (collectively, “work product”) — that FIRM prepares, DocuSign Envelope ID: 1B78F179-A762-4438-9A62-BBE177E4CFEC
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7 reproduces, or causes its preparation or reproduction for this Agreement is C ITY’s exclusive property.
(B) FIRM acknowledges that its use of the work product is limited to the purposes contemplated by the Scope of Work. FIRM makes no representation of the work product’s application to, or suitability for use in, circumstances not contemplated by the Scope of Work.
9.3. Intellectual Property.
(A) If FIRM uses or incorporates patented, trademarked, or copyrighted work, ideas, or products— in whole or in part— into FIRM’s work product, FIRM represents that:
(1) FIRM holds the patent, trademark, or copyright to the work, idea, or product; or
(2) FIRM is licensed to use the patented, trademarked, or copyrighted work, idea, or product.
(B) Unless CITY states otherwise in writing, all proprietary rights or intellectual property rights, including copyrights, that arise from creation of the work under this Agreement vest in CITY. FIRM waives and relinquishes all claims to proprietary rights and intellectual property rights, including copyrights, in favor of CITY.
(C) FIRM shall indemnify, defend (including FIRM’s providing and paying for legal counsel for CITY), and hold harmless CITY, its officers, agents, employees, and representatives from and against all liability, claims, suits, demands, damages, royalties, fines, penalties, costs, or expenses arising out of or alleging any infringement or misappropriation of a patent, copyright, trade secret, trade name, trademark, or other intellectual property right or proprietary right.
9.4. Confidentiality. FIRM shall not use any information that it obtains from performing the Services for any purpose other than for fulfillment of FIRM ’s Scope of Work.
Without CITY’s prior written authorization, FIRM shall not disclose or publish— or authorize, permit, or allow others to disclose or publish— data, drawings, designs, specifications, reports, or other information relating to the Services or the work that CITY assigns to FIRM or to which FIRM has access.
9.5. Public Records Act.
(A) FIRM acknowledges that this Agreement is a public record. This Agreement, its Exhibits, and all documents produced under this Agreement are subject to the California Public Records Act ( Government Code Sections 6250 et seq .), including its exemptions. FIRM acknowledges that CITY has no obligation to notify FIRM when a request for records is received.
(B) FIRM shall identify in advance all records, or portions of them, that FIRM believes are exempt from production under the Public Records Act.
DocuSign Envelope ID: 1B78F179-A762-4438-9A62-BBE177E4CFEC
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8 (C) If FIRM claims a privilege against public disclosure or otherwise objects to the records’ disclosure, then:
(1) FIRM may, when notified by C ITY of the request, seek protection from disclosure by timely applying for relief in a court of competent jurisdiction; or
(2) CITY may either decline to produce the requested information or redact portions of the documents and produce the redacted records.
(D) If FIRM fails to identify one or more protectable documents, in CITY’s sole discretion, and without its being in breach of this Agreement or its incurring liability to FIRM, CITY may produce the records— in whole, in part, or redacted— or may decline to produce them.
(E) FIRM shall indemnify, defend (including FIRM’s providing and paying for legal counsel for CITY), and hold harmless CITY, its officers, agents, employees, and representatives from and against all liability, claims, suits, demands, damages, fines, penalties, costs, or expenses arising out of or alleging CITY’s refusal to publicly disclose one or more records that FIRM identifies as protectable, or asserts is protectable.
10.0 CONFLICT OF INTEREST; CAMPAIGN CONTRIBUTIONS
10.1. Conflict of Interest. FIRM represents and certifies that:
(A) FIRM’s personnel are not currently officers, agents, employees, representatives, or elected officials of CITY;
(B) FIRM will not employ or hire a CITY officer, agent, employee, representative, or elected official during this Agreement’s Term;
(C) CITY’s officers, agents, employees, representatives, and elected officials do not, and will not, have any direct or indirect financial interest in this Agreement; and (D) During this Agreement’s Term, FIRM will inform CITY about any possible conflict of interest that may arise as a result of any change in circumstances.
10.2. Campaign Contributions.
(A) FIRM and its SubFIRMs shall fully comply with Glendale Municipal Code Section 1.10.060, which places limitations on FIRM’s and its SubFIRMs’ ability to make campaign contributions to certain elected City officials or candidates for elected City office. Specifically, Section 1.10.060 prohibits:
(1) A FIRM (including a subFIRM)― who has a contract with the City of Glendale, Glendale Successor Agency, or the Housing Authority of the City of Glendale and that contract is subject to approval by the DocuSign Envelope ID: 1B78F179-A762-4438-9A62-BBE177E4CFEC
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9 City Council, Successor Agency, or Housing Authority― from making a contribution to a City Council member, City Clerk, or City Treasurer, when the contract has a total anticipated or actual value of $50,000 or more, or a combination or series of contracts having a value of $50,000 or more; and
(2) A City Council member, Successor Agency member, or Housing Authority member from voting on a contract in which a FIRM (or a subFIRM) has provided a campaign contribution.
(B) FIRM acknowledges that even if the Maximum Cost in Paragraph 7.2 of this Agreement is less than $50,000, FIRM still may be subject to the campaign contribution limitations in Municipal Code Section 1.10.060, when:
(1) FIRM and CITY amend the Scope of Services in this Agreement which increases the Maximum Cost to equal or exceed $5 0,000; or
(2) CITY, Glendale Successor Agency, or the Housing Authority awards FIRM another contract which has a total anticipated or actual value of $50,000 or more, or awards FIRM a combination or series of contracts which have a value of $50,000 or more.
(C) F IRM represents and certifies that:
(1) FIRM has read and fully understands the provisions of Municipal Code Section 1.10.060;
(2) FIRM will not: (a) make a prohibited campaign contribution to an individual holding CITY elective office; or (b) otherw ise violate Municipal Code Section 1.10.060; and
(3) FIRM shall timely complete, return, and update one or more disclosure or reporting forms that CITY provides.
11.0 INSURANCE
11.1. When FIRM signs and delivers this Agreement to CITY, and during this Agreement’s Term, FIRM shall furnish CITY with insurance forms that fully meet the requirements of— and contain provisions entirely consistent with— all of the “Insurance Requirements,” which are attached as “Exhibit F” to this Agreement and are incorporated into it by this reference.
11.2. This Agreement’s insurance provisions:
DocuSign Envelope ID: 1B78F179-A762-4438-9A62-BBE177E4CFEC
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10 (A) Are separate and independent from the indemnification and defense provisions in Article 12 of the Agreement; and
(B) Do not limit, in any way, the applicability, scope, or obligations of the indemnification and defense provisions in Article 12 of the Agreement.
12.0 INDEMNITY
12.1. T o the maximum extent permitted by law— including, but not limited to, California Civil Code Section 2778— FIRM, its employees, agents, SubFIRM s, and persons whom FIRM employs or hires (individually and collectively, “FIRM INDEMNITOR”) shall indemnify, defend, and hold harmless CITY, its officers, agents, employees, and representatives (individually and collectively, “CITY INDEMNITEE”) from and against a “liability” [as defined in Subparagraph (A) below], or an “expense” [as defined in Subparagraph (B) below], or both, that arise out of, pertain to, or relate to an act, error, or omission of a FIRM INDEMNITOR:
(A) “ Liability” means claims, suits, actions, causes of action, proceedings, judgments, decrees, awards, settlements, liens, losses, damages, injuries, or liability of any kind, whether the liability is:
(1) Actual or alleged;
(2) In contract or in tort; or
(3) For bodily injury (including accidental death), personal injury, advertising injury, or property damage.
(B) “ Expense” means fees, costs, sums, penalties, fines, charges, or expenses of any kind, including, but not limited to:
(1) Attorney’s fees;
(2) Costs of an investigation, litigation, arbitration, mediation, administrative or regulatory proceeding, or appeal;
(3) Fees of an accountant, expert witness, FIRM, or other professional; or
(4) Pre or post: judgment interest or settlement interest.
12.2. Under this Article, FIRM INDEMNITOR’s defense and indemnification obligations:
(A) Apply to a liability, or an expense, or both, that arise out of, pertain to, or relate to the actual or alleged passive negligence of a CITY INDEMNITEE; but
(B) Do not apply to a liability, or an expense, or both, that arise out of, pertain to, or relate to the sole active negligence or willful misconduct of a CITY INDEMNITEE.
DocuSign Envelope ID: 1B78F179-A762-4438-9A62-BBE177E4CFEC
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11 12.3. To the extent that FIRM INDEMNITOR’s insurance policy provides an upfront defense to CITY, FIRM INDEMNITOR’s obligation to defend a CITY INDEMNITEE under this Article:
(A) Means that FIRM INDEMNITOR shall provide and pay for legal counsel, acceptable to CITY, for the CITY INDEMNITEE;
(B) Occurs when a claim, suit, complaint, pleading, or action against a CITY INDEMNITEE arises out of, pertains to, relates to, or asserts an act, error, or omission of FIRM INDEMNITOR; and
(C) Arises regardless of whether a claim, suit, complaint, pleading, or action specifically names or identifies FIRM INDEMNITOR.
12.4. Paragraph 12.3 does not limit or extinguish FIRM INDEMNITOR’s obligation to reimburse a CITY INDEMNITEE for the costs of defending the CITY INDEMNITEE against a liability, or an expense, or both. A CITY INDEMNITEE’s right to recover defense costs and attorney’s fees under this Article does not require, and is not contingent upon, the CITY INDEMNITEE’s first:
(A) R equesting that FIRM INDEMNITOR provide a defense to the CITY INDEMNITEE; or
(B) Obtaining FIRM INDEMNITOR’s consent to the CITY INDEMNITEE’s tender of defense.
12.5. If FIRM subcontracts all or any portion of the Services under this Agreement, FIRM shall provide CITY with a written agreement from each SubFIRM, who must indemnify, defend, and hold harmless CITY INDEMNITEE under the terms in this Article.
12.6. FIRM INDEMNITOR’s obligation to indemnify, defend, and hold harmless CITY will remain in effect and will be binding upon FIRM INDEMNITOR whether the liability, or the expense, or both, accr ues— or is discovered— before or after this Agreement’s expiration, cancellation, or termination.
12.7. Except for Paragraph 12.3, this Article’s indemnification and defense provisions are separate and independent from the insurance provisions in Article 11. In addition, the indemnification and defense provisions in this Article:
(A) Are neither limited to nor capped at the coverage amounts specified under the insurance provisions in Article 11; and
(B) Do not limit, in any way, the applicability, scope, or obligations of the insurance provisions in Article 11.
DocuSign Envelope ID: 1B78F179-A762-4438-9A62-BBE177E4CFEC
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12 13.0 DEFAULT, REMEDIES, AND TERMINATION
13.1. Default. Default under this Agreement occurs upon any one or more of the following events:
(A) FIRM refuses or fails— whether partially, fully, temporarily, or otherwise— to:
(1) Provide or maintain enough properly trained personnel, or licensed personnel, or both, to perform the Services that this Agreement requires;
(2) Pay for, obtain, maintain, or renew the insurance policies or coverages that this Agreement requires;
(3) Comply with indemnification, defense, or hold harmless provisions that this Agreement requires; or
(B) FIRM, or its personnel, or both— whether partially, fully, temporarily, or otherwise:
(1) Disregards or violates a law, ordinance, rule, procedure, regulation, directive, or order;
(2) Refuses or fails to pay for, obtain, maintain, or renew requisite licenses;
(3) Refuses or fails to observe, perform, or fulfill a covenant, condition, obligation, term, or provision of this Agreement;
(4) Commits an unlawful, false, fraudulent, dishonest, deceptive, or dangerous act while performing the Services under this Agreement; or
(C) FIRM:
(1) Or another party for or on behalf of FIRM: institutes proceedings under any bankruptcy, reorganization, receivership or other insolvency; or assigns or transfers assets to its creditors;
(2) Delegates— whether in whole, in part, temporarily, or otherwise— its duties or obligations under this Agreement, without notifying CITY, or without CITY’s written authorization;
DocuSign Envelope ID: 1B78F179-A762-4438-9A62-BBE177E4CFEC
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13 (3) Assigns, transfers, pledges, hypothecates, grants, or encumbers — whether in whole, in part, temporarily, or otherwise— this Agreement or any interest in it, without notifying CITY, or without CITY’s written authorization;
(4) Or one of its partners, directors, officers, or general managers, or a person who exercises managerial authority on FIRM ’s behalf, is convicted under state or federal law, during this Agreement’s Term, of embezzlement, theft, fraud, forgery, bribery, deceptive or unlawful business practices, perjury, falsifying or destroying records or evidence, receiving stolen property, or other offense indicating a lack of business integrity or business honesty; or
(D) Any other justifiable cause or reason, as reasonably determined by the City Manager, or a designee.
13.2. Notice of Default. If CITY deems that FIRM is in Default, or that FIRM has failed in any other respect to satisfactorily perform the Services specified in this Agreement, CITY may give written notice to FIRM specifying the Default(s) that FIRM shall remedy within 30 days after receiving the notice. The Notice of Default wil l set forth one or more bases for any dissatisfaction and may suggest corrective measures.
13.3. Remedies upon Default. Within 30 days after receiving CITY’s Notice of Default, if FIRM refuses or fails to remedy the Default(s), or if FIRM does not commence steps to remedy the Default(s) to CITY’s reasonable satisfaction, CITY may exercise any one or more of the following remedies:
(A) CITY may, in whole or in part and for any length of time, immediately suspend this Agreement until such time as FIRM has corrected the Default;
(B) CITY may provide for the Services either through its own forces or from another FIRM, and may withhold any money due (or may become owing to) FIRM for a task related to the claimed Default;
(C) CITY may withhold all moneys, or a sum of money, due FIRM under this Agreement, which in CITY’s sole determination, are sufficient to secure FIRM’s performance of its duties and obligations under this Agreement;
(D) CITY may immediately terminate the Agreement;
(E) CITY may exercise any legal remedy, or equitable remedy, or both, including, but not limited to, filing and action in court:
(1) Seeking FIRM’s specific performance of all or any part of this Agreement; or
DocuSign Envelope ID: 1B78F179-A762-4438-9A62-BBE177E4CFEC
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14 (2) Recovering damages for FIRM’s Default, breach, or violation of this Agreement; or
(F) CITY may pursue any other available, lawful right, remedy, or action.
13.4. Termination for Convenience. Independent of the remedies provided in Paragraph 13.3, CITY may elect to terminate this Agreement at any time upon 30 days’ prior written notice. Upon termination, FIRM shall receive compensation only for that work which FIRM had satisfactorily completed to the termination date. CITY shall not pay FIRM for de-mobilization, takedown, disengagement, wind-down, or other costs incurred arising out of this Agreement’s termination.
14.0 GENERAL PROVISIONS
14.1. Entire Agreement. This Agreement represents the entire and integrated agreement between the PARTIES. This Agreement supersedes all prior and contemporaneous communications, negotiations, understandings, promises and agreements, either oral or written. Neither FIRM nor CITY has made any promises or representations, other than those contained in this Agreement or those implied by law. The PARTIES may modify this Agreement, or any part of it, by a written amendment with CITY’s and FIRM’s signature.
14.2. Interpretation. This Agreement is the product of negotiation and compromise by both PARTIES. Every provision in this Agreement must be interpreted as though the PARTIES equally participated in its drafting. Therefore, despite the provisions in California Civil Code Section 1654, if this Agreement’s language is uncertain, the Agreement must not be construed against the PARTY causing the uncertainty to exist. In interpreting this Agreement and resolving any ambiguities, this Agreement will take precedence over any cover page or attachments.
14.3. Headings. All headings or captions in this Agreement are for convenience and reference only. They are not intended to define or limit the scope of any term, condition, or provision.
14.4. Governing Law. California’s laws govern this Agreement’s construction and interpretation. Unless this Agreement provides otherwise, any reference to laws, ordinances, rules, or regulations include their later amendments, modifications, and successor legislation.
14.5. Waiver of Breach. If a PARTY waives the other PARTY’s breach of a term in this Agreement, that waiver is not treated as waiving a later breach of the term and does not prevent the PARTY from later enforcing that term, or any other term. A waiver of a term is valid only if it is in writing and signed by the PARTY waiving it. This Agreement’s duties and obligations:
(A) Are cumulative (rather than alternative) and are in addition to (rather than a limitation on) any option, right, power, remedy, or privilege; and
(B) Are not exhausted by a PARTY’s exercise of any one of them.
DocuSign Envelope ID: 1B78F179-A762-4438-9A62-BBE177E4CFEC
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15 14.6. Attorney’s Fees. If CITY or FIRM brings an action at law or in equity to enforce or interpret one or more provisions of this Agreement, the “prevailing party” is entitled to “reasonable attorney's fees” in addition to any other relief to which the prevailing party may be entitled. A “prevailing party” has the same meaning as that term is defined in California Code of Civil Procedure Section 1032(a)(4). “Reasonable attorney’s fees” of the City Attorney’s office means the fees regularly charged by private attorneys who:
(A) Practice in a law firm located in Los Angeles County; and
(B) Have an equivalent number of years of professional experience in the subject matter area of the law for which the City Attorney’s services were rendered.
14.7. Further Assurances. Upon CITY ’s request at any time, FIRM shall promptly:
(A) T ake further necessary action; and
(B) S ign, acknowledge, and deliver all additional documents as may be reasonable, necessary, or appropriate to carry out this Agreement’s intent, purpose, and terms.
14.8. Assignment.
(A) This Agreement does not give any rights or benefits to anyone, other than to CITY and FIRM. All duties, obligations, and responsibilities under this Agreement are for the sole and exclusive benefit of CITY and FIRM, and are not for the benefit of another person, entity, or organization. Without CITY’s prior written authorization, FIRM shall not do any one or more of the following:
(1) A ssign or transfer a right or interest — whether in whole, in part, temporarily, or otherwise— in this Agreement; or
(2) D elegate a duty or obligation owed— whether in whole, in part, temporarily, or otherwise— under this Agreement.
(B) Any actual or attempted assignment of rights or delegation of duties by FIRM, without CITY’s prior written authorization, is wholly void and totally ineffective for all purposes; and does not postpone, delay, alter, extinguish, or terminate FIRM ’s duties, obligations, or responsibilities under this Agreement.
(C) If CITY consents to an assignment of rights, or a delegation of duties, or both, FIRM’s assignee or legal representative shall agree in writing to personally assume, perform, and to be bound unconditionally by the covenants, obligations, terms, and conditions in this Agreement.
DocuSign Envelope ID: 1B78F179-A762-4438-9A62-BBE177E4CFEC
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16 14.9. Successors and Assigns. Subject to the provisions in Paragraph 14.8, this Agreement is binding on the heirs, executors, administrators, successors, and assigns of the respective PARTIES.
14.10. Time is of the Essence.
(A) Except when this Agreement states otherwise, time is of the essence in this Agreement. FIRM acknowledges that this Agreement’s time limits and deadlines are reasonable for FIRM’s performing the Services under this Agreement.
(B) Unless this Agreement specifies otherwise, any reference to “day” or “days” means calendar and not business days. If the last day for giving notice or performing an act under this Agreement falls on a weekend, a legal holiday listed in either Glendale Municipal Code Section
3.08.010 or California’s Government Code, or a day when City Hall is closed, the period is extended to and including the next day that CITY is open for business. A reference to the time of day refers to local time for Glendale, California.
14.11. Recycled Paper. FIRM shall endeavor to submit all reports, correspondence, and documents related to this Agreement on recycled paper.
14.12. Notices.
(A) T he PARTIES shall submit in writing all notices and correspondence that this Agreement requires or permits, and shall deliver the notices and correspondence to the places set forth below. The PARTIES may give notice by:
(1) Personal Delivery;
(2) U.S. mail, first class postage prepaid;
(3) “Certified” U.S. mail, postage prepaid, return receipt requested;
(5) Facsimile; or
(6) Email.
(B) All written notices or correspondence sent in the described manner will be presumed “given” to a PARTY on whichever date occurs earliest:
(1) T he date of personal delivery;
(2) T he third (3rd) business day following deposit in the U.S. mail, when sent by “first class” mail;
(3) T he date on which the PARTY or its agent either signed the return receipt or refused to accept delivery, as noted on the return receipt or other U.S. Postal Service form, when sent by “certified” mail; or DocuSign Envelope ID: 1B78F179-A762-4438-9A62-BBE177E4CFEC
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17 (4) The date of transmission, when sent by facsimile.
(C) A t any time, by providing written notice to the other PARTY, CITY or FIRM may change the place, or facsimile number, for giving notice.
CITY: City of Glendale
Dept.: Human Resources
613 E. Broadway, Suite 100
Glendale, CA 91206
Attn: Paula Adams, Chief Human Resources
Officer
Tel. No. 818-548-2154
Fax.No. 818-243-8428
FIRM: Adminsure, Inc.
3380 Shelby Street
Ontario, CA 91764
Attn: Alithia Vargas-Flores
Tel. No. 909-396-5814
Fax. No. 909-978-1131
14.13. Survival. This Paragraph and the obligations set forth in Paragraphs 5.4, 5.6,
5.7, 5.8, 7.5, 8.1, 9.1, 9.2, 9.3, 9.4, 9.5, 11.1, 11.2, 12.1, 12.2, 12.3, 12.4, 12.5, 12.6, 12.7, 13.3, 14.5,
14.6, 14.7, 14.8, 14.9, and 14.12 survive this Agreement’s expiration, cancellation, or termination.
14.14. Severability. The invalidity, in whole or in part, of any term of this Agreement will not affect this Agreement’s remaining terms.
14.15. Counterparts. This Agreement may be execu ted in counterparts, each of which is an original, but all of which constitutes one and the same document. The PARTIES shall sign a sufficient number of counterparts, so that each PARTY will receive a fully executed original of this Agreement.
14.16. Representations – Authority. The PARTIES represent that:
(A) They have read this Agreement, fully understand its contents, and have received a copy of it;
(B) Through their duly authorized representative, they are authorized to sign this Agreement, and they are bound by its terms; and
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18 (C ) They have executed this Agreement on the date opposite their signature.
14.17. DIGITAL SIGNATURES
A signed copy of this Agreement or any amendment thereto bearing a digital signature, s
hall be deemed to have the same legal effect as delivery of an original executed copy of this Agreement or such amendment thereto for all purposes, and each digital signature should be given the same legal force and effect as a handwritten signature.
E
xecuted at Glendale, California.
CI
TY OF GLENDALE:
By Date:
(N ame)
(T itle )
F
IRM:
By Date:
( Name)
( Title)
AP
PROVED AS TO FORM:
C ity Attorney Date
DocuSign Envelope ID: 1B78F179-A762-4438-9A62-BBE177E4CFEC Alithia Vargas-Flores
June 29, 2023
President
June 29, 2023
Ann Maurer
Assistant City Manager
July 10, 2023
John Takhtalian
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19 EXHIBIT LIST
“Exhibit A”: Request for Proposal
“Exhibit B”: Response to Request for Proposal
“Exhibit C”: City Council Motion
“Exhibit D”: Scope of Work
“Exhibit E”: Fee Schedule
“Exhibit F”: Insurance Requirements
DocuSign Envelope ID: 1B78F179-A762-4438-9A62-BBE177E4CFEC