Pr
ofessional Services
Rev. Jan 29, 2024
CITY OF PALO ALTO CONTRACT NO. C25187148
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND INNOVATIVE CLAIMS SOLUTIONS This Agreement for Pr ofessional Services (this “Agreement”) is entered into as of the 2nd day of December, 2024 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and INNOVATIVE CLAIMS SOLUTIONS, a California corporation, located at 12677 Alcosta Blvd., Suite 335, San Ramon, CA 94583 (“ CONSULTANT” or “ICS”).
The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference:
RECITALS
A. CITY intends to provide workers’ compensation support services (the “Project”) and desires to engage a consultant to administer the City's self -insured Workers’ Compensation Program in connection with the Project (the “Services”, as detailed more fully in Exhibit A).
B. CONSULTANT represent s that it, its employees and subconsultants, if any, possess the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services.
C. CITY, in reliance on these representations, desires to engage CONSULTANT to provide the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree as follows:
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY.
SECTION 2. TERM.
The term of this Agreement shall be from the date of its full execution through November 30, 2025 with an option to renew up to 5 years, unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF Docusign Envelope ID: 540DFEFB-C8BA-4F56-A850-F1BE0BE67C90
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PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communi cated to the CONSULTANT.
CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall no t exceed Seven Hundred Sixty Thousand, Eight Hundred Eighty-Six Dollars ($760,886). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the S ervices performed and the applicable charges (including , if applicable, an identification of personnel who performed the S ervices, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it , its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement , as amended from time to time . CONSULTANT shall p rocure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services , arising from or caused by CONSULTANT ’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, Docusign Envelope ID: 540DFEFB-C8BA-4F56-A850-F1BE0BE67C90
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any change or der markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shal l submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more, CONSULTANT shall make recommendations to CITY for aligning the Project design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the Services requested by CITY under this Agreement. CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY , nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees.
CONSULTANT will be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities re lated to CONSULTANT’s performance of the S ervices, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT ’s provision of the Services only, and not as to the means by which such a result is obtained.
SECTION 11. ASSIGNMENT . The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written approval of the C ity Manager. Any purported assignment made without the prior written approval of the C ity Manager will be void and without effect. Subject to the foregoing, t he covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties.
SECTION 12. SUBCONTRACTING.
Option B: Subcontracts Authorized: Notwithstanding Section 11 (Assignment ) above, CITY agrees that subcontractors may be used to complete the Services. The subcontractors authorized by CITY to perform work on this Project are:
Diamond Bill Review, Arissa Cost Solutions, Alius Health , MIS, Inc., Klear.ai
CONSULTANT shall be responsible for directing the work of any subcontractors and for any compensation due to subcontractors . CITY assumes no responsibility whatsoever concerning compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts and Docusign Envelope ID: 540DFEFB-C8BA-4F56-A850-F1BE0BE67C90
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omissions of subcontractors. CONSULTANT shall change or add subcontractors only with the prior written approval of the City Manager or designee.
SECTION 13. PROJECT MANAGEMENT . CONSULTANT will assign Dan Greco, [email protected] as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day -to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s P roject Manager.
CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property.
CITY’s Project Manager is Sandra Blanch, [email protected], Human Resources Department, 250 Hamilton Avenue , Palo Alto, CA , 94301, Telephone: (650) 329-2294. CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time.
SECTION 14. OWNERSHIP OF MATERIALS. All work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media , shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the C ity Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services.
SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment , CONSULTANT’s records pertaining to matters covered by this Agreement , including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later.
SECTION 16. INDEMNITY.
[Option B applies to any consultant who does not qualify as a design professional as defined in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any Docusign Envelope ID: 540DFEFB-C8BA-4F56-A850-F1BE0BE67C90
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nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’ s fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its office rs, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its officers, employees, agents or contractors under this Agreement.
16.3. The acceptance of CONSULTANT’s S ervices and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 1 6 shall survive the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 29.4 of this Agreement.
No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during t he term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the Docusign Envelope ID: 540DFEFB-C8BA-4F56-A850-F1BE0BE67C90
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insurance are provided to CITY’s Chi ef Procurement Officer during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination, CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination.
19.2. In event of suspension or termination, CONSULTANT will deliver to the City Manager on or before the effective date in the notice of suspension or termination, any and all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed, prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such work product is the property of CITY, as detailed in Section 14 (Ownership of Materials).
19.3. In event of suspension or termination, CONSULTANT will be paid for the Services rendered and work products delivered to CITY in accordance with the Scope of Services up to the effective date in the notice of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s Services provided in material conformity with this Agreement as such determination is made by the City Manager acting in the reasonable exercise of his/her discretion . The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30.
19.4. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made in accordance with Section 17 (Waivers).
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows:
To CITY: Office of the City Clerk
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City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the P roject Manager at the address of CONSULTANT recited on the first page of this Agreement.
CONSULTANT shall provide written notice to CITY of any change of address.
SECTION 21. CONFLICT OF INTEREST.
21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California , as amended from time to time. CONSULTANT agrees to notify CITY if any conflict arises.
21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time.
SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.
22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section
2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment.
22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations , as amended from time to time . CONSULTANT will not discriminate against Docusign Envelope ID: 540DFEFB-C8BA-4F56-A850-F1BE0BE67C90
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persons with disabilitie s in the provision of services, benefits or activities provided under this Agreement.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste P rogram. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and, third, recycling or composting waste. In particular, C ONSULTANT shall comply with the following Z ero Waste requirements:
(a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double -sided and printed on a minimum of 30% or greater post - consumer content paper, unless otherwise approved by CITY ’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post - consumer material and printed with vegetable-based inks. (b) Goods purchased by C ONSULTANT on behalf of CITY shall be purchased in accordance with CITY ’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT , at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed.
SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE .
CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code S ection 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060.
SECTION 25. NON -APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code , as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.
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SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS.
26.1. This Project is not subject to prevailing wages and related requirements.
CONSULTANT is not required to pay prevailing wages and meet related requirements under the California Labor Code and California Code of Regulations in the performance and implementation of the Project if the contract:
(1) is not a public works contract;
(2) is for a public works construction project of $25,000 or less , per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or (3) is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j).
SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS” . For purposes of this Section 27, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. ( Cal. Pub. Cont. Cod e § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects, certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”.
This Project is not a 9204 Public Works Project.
SECTION 28. CONFIDENTIAL INFORMATION.
28.1. In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose.
CONSULTANT will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information.
Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement.
28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code S ection 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently Docusign Envelope ID: 540DFEFB-C8BA-4F56-A850-F1BE0BE67C90
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become publicly known other than by a breach of this Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY.
28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing so), to give CITY an opportunity to oppose or otherwise respond to such order.
28.4. CONSULTANT will notify City promptly upon learning of any breach in the security of its s ystems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time.
28.5. Prior to or upon termination or expiration of this Agreement, CONSULTANT will honor any request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT.
28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions.
SECTION 29. MISCELLANEOUS PROVISIONS.
29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions.
29.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California.
29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys ’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties.
29.4. This Agreement, including all exhibits, constitutes the entire and integrated agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and undertakings , either oral or written. This Agreement may be amended only by a written instrument, which is signed by the Docusign Envelope ID: 540DFEFB-C8BA-4F56-A850-F1BE0BE67C90
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authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as amended from time to time.
29.5. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in full force and effect.
29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control.
29.7. The provisions of all checked boxes in this Agreement shall apply to this Agreement; the provisions of any unchecked boxes shall not apply to this Agreement.
29.8. All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement.
29.9. This Agreement may be signed in multiple counterparts, which, when executed by the authorized representatives of the parties, shall together constitute a single binding agreement.
SECTION 30. EXHIBITS . Each of t he following exhibits, if the check box for such exhibit is selected below, is hereby attached and incorporated into this Agreement by reference as though fully set forth herein:
EXHIBIT A: SCOPE OF SERVICES
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT D: INSURANCE REQUIREMENTS
EXHIBIT G: INFORMATION PRIVACY POLICY
EXHIBIT H: CYBERSECURITY TERMS AND CONDITIONS
THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED.
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CONTRACT No. C25187148 SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the date first above written.
CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
__________________________
City Attorney or designee
INNOVATIVE CLAIMS SOLUTIONS
Officer 1
By:
Name:
Title:
Officer 2
By:
Name:
Title:
Docusign Envelope ID: 540DFEFB-C8BA-4F56-A850-F1BE0BE67C90 VP Client Services
Dan Greco
CEO
Jason Dawson
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EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”. Notwithstanding any provision herein to the contrary, CONSULTANT’s duties and services described in this Scope of Services shall not include preparing or assisting CITY with any portion of CITY’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project.
CONSULTANT’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications.
CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by CONSULTANT pursuant to this Scope of Services.
CONSULTANT (also referred to as ICS) will execute the following claim’s management program:
Caseloads
• CONSULTANT will assign one examiner to CITY’s indemnity claims, unless CITY has more than 150 open claims. CONSULTANT may assign those additional claims to another examiner.
• CITY may designate claim assignments alphabetically or by department, or by some other mutually agreed upon categorization.
• All medical only claims will be managed by a medical only examiner.
Communication
• CONSULTANT’s communications with an injured worker from CITY will begin when ICS is notified of a new lost time injury.
• CONSULTANT will initiate telephonic communication within 24-hours. CONSULTANT will obtain factual information and address any questions or concerns, explain compensation benefits and review the processes to come. • CONSULTANT’s claims examiner will contact the injured worker at least monthly while from work and periodically during the life of the claim especially prior to the issuance of any benefit letter.
• At CITY’s request, ICS conducts quarterly claim reviews, to review in detail jointly selected, key claims. CONSULTANT may designate claims examiners to attend these claim reviews.
Daily Communications
ICS will have continual interaction and communications with the CITY during normal Docusign Envelope ID: 540DFEFB-C8BA-4F56-A850-F1BE0BE67C90
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day-to-day claims management. ICS policies require that all phone calls shall be returned within 1 day and all efforts to do so are clearly documented in the notes. A dditionally, all written inquiries are responded to within 5 days of receipt. The following is a brief list of selected, daily communications:
• Initial contact upon receipt of new lost time claims as part of our 24-hour strategy, i.e., contact with employer, employee and medical provider for early intervention and implementation/exploration of modified work possibilities. • Discussion of and strategic planning on all claims placed on delay status and . • on all claims recommended for denial.
• Written and verbal communications on all prospective settlements in accordance with the CITY’s requirements.
• Discussion of claims involving potential referral for outside investigation including sub- rosa investigations.
• Discussion of claims where proposed reserve increases exceeds pre-established thresholds.
• Communication at any other interval as required by the CITY .
New Claim Reporting
ICS offers the CITY several different ways to report new claims. ICS will accept new reports of claims by mail, fax, or e-mail ICS staff. In addition, ICS will provide two options to electronically transmit claims. First, using the ICS Web Site, the CITY can log in and input all relevant claims information on-line. ICS will download the information into its claim system for claim setup.
Second, the CITY can go directly into the ICS claim system through their dial-up connection and input the claim into the claim system.
ICS Management reviews all new claims to make sure the data is accurate and complete. ICS claim staff then reviews the claim data regularly to update fields with the most current information.
New Claim Setup
ICS will enter all new claims as pending claims in its claim management system upon receipt and immediately route them to the appropriate Unit Manager for urgent handling. Each unit manager reviews these new claims and documents initial recommendations for acceptance, denial or investigation as appropriate, and routes them to the appropriate examiner for immediate handling.
Additionally, the unit manager is assigned a diary on all new claims to track for completion of timely set up. The examiner evaluates each new claim and begins execution of ICS’ procedures for handling of new claims. ICS will clearly document all communication, and ICS will complete new claims creations within 72 hours of ICS knowledge.
Initial Contact
ICS will contact all injured employees who are losing time from work within 24 hours of ICS' knowledge of the claims.
Additionally, ICS will obtain factual information surrounding an incident, i.e., witnesses, past medical history, etc. ICS will also obtain information regarding the quality of medical care from the Docusign Envelope ID: 540DFEFB-C8BA-4F56-A850-F1BE0BE67C90
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employee’s perspective. ICS will send each injured worker an Injury Questionnaire that asks questions regarding past injuries and treatment .
ICS requires all examiners to maintain unsolicited communication with each injured worker until they return to work. These calls take place monthly, at least. ICS will contact all injured workers prior to issuing any mandatory benefit notices for the duration of the claim.
ICS will also maintain contact with the employer to obtain information regarding the specifics of the incident, witnesses and any other pertinent information the employer may have to contribute.
ICS will encourage the individual departments to participate in the workers’ compensation process, extending their control whenever possible. ICS will assure modified work alternatives have been explored.
ICS will contact the medical provider within 24 hours of ICS’ knowledge, to obtain information regarding the nature and extent of injuries, prognosis, and estimations on length of disability, etc.
ICS will continually explore with the treating physicians the possibility of releasing the injured employee to modified work as soon as possible.
When appropriate, ICS claims examiners will maintain close ongoing communications with injured employees, medical providers as well as individual departments on lost time claims. All communication will be clearly documented in the computer system, which is accessible to the Unit Manager as well as the designated CITY contacts.
Compensability Determination
An ICS Unit Manager will initially review all claims and will give instruction on any claims that appear to be questionable based solely on the information contained in the initial report.
All decisions to delay claims must be approved by a Unit Manager, and all decisions to accept compensability once a claim has been placed on delay, or to deny claims, must also be approved by a Unit Manager. Discussion and decisions on delaying or denying benefits will also be discussed with the City.
On all claims that will be delayed, ICS will issue a delay notice within 14 days from the employer’s date of knowledge, or 14 days from the return of the DWC-1 claim form.
Investigations
ICS investigates all lost-time claims. The initial investigation is completed by the Unit Manager who is responsible for reviewing all new claims each day outlining any AOE/COE issues to be explored when completing initial calls. When deemed necessary by the Unit Manager, ICS will obtain recorded statements from injured workers or witnesses, and ICS may refer to an outside investigative firm with CITY’s advance approval.
ICS’ initial investigation includes discussions with immediate supervisors or managers of the allegedly injured employee and possible discussion with co-workers. ICS will obtain copies of personnel files and assess the need for scheduling of medical evaluations.
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On questionable indemnity claims, ICS will make investigative assignments to outside vendor within 5 days of ICS notice of claim to obtain statements from witnesses and the injured employee, subject to CITY’s written approval as described in Section 12 (Subcontracting).
ICS will contact the injured employee via telephone within 24 hours of notice of injury on all cases to verify injury, prior related medical history, and accident information and to explain benefits. ICS will document the results of this contact and all contact attempts in the claim file. ICS will maintain subsequent regular contact with disabled employees.
ICS will obtain medical verification of causation and disability prior to each payment of disability benefits. ICS will obtain an estimate as to length of disability and extent of disability.
ICS will make all referrals to investigators specific in nature, outlining time frames for completion.
ICS may retain outside investigative services will be retained on an as-needed basis with concurrence from the CITY, as described in Section 12 (Subcontracting). The need for outside services will be clearly documented in the file.
Diary
ICS will maintain all unresolved indemnity claim files on an examiner 30-day diary and manager 90-day diary for Plan of Action management. Additionally, ICS will maintain all unresolved claims on diary for reserve reviews every 90 days, while resolved claims are reviewed for reserves every 180 days. ICS will maintain Future Medical claims on an examiner 90-day diary and manager 180- day diary. ICS will clearly label each Plan of Action and Reserve entry as such. Reserve entries are a combined Reserve and Plan of Action review. The following is a brief list of items that ICS will review at each diary:
• Reserves
• Plan of Action
• Coding
• Subrogation Status
• Excess Reporting
• Treatment Status
• Disability Status
• Closure Posture
• Plan for resolution
Litigation status
Claim Supervision
ICS has developed a claim review frequency to afford optimal quality control including scheduled mandatory reviews, or audits, of all claims. ICS Unit Managers are responsible for conducting these reviews and ICS has customized audit checklist that is followed in association with each review.
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High Visibility Claims
ICS recognizes that each client may have unique circumstances that generate claims that may involve sensitive or high-profile issues. In such circumstances or as CITY may direct, ICS will suppress injured worker names in reports and limit viewing of those designated claims through on- line access. At CITY’s request, the Unit Manager or Vice President of Operations will handle sensitive cases.
Benefits Delivery
Initial and subsequent indemnity payment and DWC notices will be processed in full compliance with the Labor Code. ICS will tailor a payment-tracking system to meet the CITY’s needs for any potential salary continuation program. ICS’s system will encompass voucher posting, unless .
Disability Payment Options
ICS will develop Temporary Disability, Salary Continuation and LC 4850 payment procedures that coincide with payroll periods or other directives from the CITY. Based on CITY’s request, ICS will pay LC 4850 as full salary or break-out the TD portion and the non-TD portion as separate payments. ICS will make payments as checks or vouchers posting, or any combination of the two, as directed by CITY.
Reserve Accuracy
ICS will reserve all claims based on their ultimate probable cost. We understand the importance of establishing accurate reserves as early in the life of a claim as possible. Reserving files accurately requires a combination of experience, skill, judgement and astute analysis of all available data.
ICS will schedule all open unresolved indemnity claims for reserve review and potential adjustment at 30 days from date of creation and every 90 days thereafter until a claim either settled or closed.
ICS will also adjust reserves when developments are revealed that will likely affect the ultimate cost of a given claim to preclude any reserve "stair stepping”. Once claims are settled, ICS will move them to a diary review for reserves every 180 days.
ICS will ensure all reserve changes beyond the first 30 days will be reviewed and approved by a supervisor and documented in our computer system. ICS will create and retain a reserve analysis worksheet in the claims management system. CITY can review this information on-line, as well.
When reserving for future medical files, ICS examiners will review all medical payments made in the last three years. ICS will delete non-recurring medical expenses will be deleted from the analysis. ICS will evaluate the remaining amount and then multiply by the injured worker’s life expectancy. ICS may adjust the reserve based on medical opinion relating to life expectancy as well. All future medical reserves are then reviewed by the ICS Unit Manager.
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Medical Control
ICS oversees a medical management program that encompasses Bill Review, Utilization Review, Preferred Provider Organization access, and other Medical Management services.
Actual bill review for reduction to fee schedule and appropriateness of charges is completed by the outside bill review company. However, ICS examiners are responsible for reviewing and approving each bill for payment ensuring all prescriptions, or treatment provided, adheres to what has been authorized. All treatment requests are responded to timely and documented in the claim management system by ICS.
ICS will make referrals to the selected utilization review company for concurrent reviews when treatment appears to be excessive, or at time of treatment requests if they meet the referral trigger criteria.
Additionally, ICS examiners are responsible for reviewing all medical reports and documenting a brief recap of all reports in the claim management system.
Medical verification of disability will be obtained by ICS in a timely manner and maintained in ICS’s claim file to document the need for continuing indemnity benefits. Medical treatment provided will be reviewed by ICS for necessity, reasonableness, and relationship to the industrial injury.
Catastrophic injury claims and extensive lost-time claims will be reviewed by ICS by a qualified medical management provider. ICS will ensure claims referred for outside medical management services will reflect the intent and scope of services requested. ICS will obtain CITY approval prior to a referral to any nurse case manager.
Pre-existing medical conditions and medical records will be explored/obtained by ICS on all lost- time claims.
ICS will manage pharmacy benefits as follows. ICS has partnered with a Pharmacy Benefit Program, (PBM), provider that provides a pharmacy card to the injured worker. The pharmacy will use the card to confirm authorization for the meds, give the meds to the injured worker and submit their billing to the PBM provider. Medications will be billed at the Official Medical Fee Schedule (OMFS) with the exception of a $20 discount per prescription filled through mail order. The PBM will monitor for duplicate therapy, early refill, and control access to medications strictly for the industrial injury.
Medical bills submitted without a supporting medical report shall not be paid until a medical report is obtained. ICS will ensure all bills will be adjusted according to the fee schedule and paid or objected to according to the law.
Medical-legal costs will be reviewed by ICS for appropriateness and necessity. Bills which do not qualify as valid medical-legal expense will be objected to by ICS on a timely basis.
Catastrophic Injury Claims Handling
The following details the step-by-step process ICS has in place and puts in play following a serious, or potential catastrophic, injury or circumstance:
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• ICS will provide access to after hours or emergency contact telephone numbers allowing them access to the appropriate Unit Manager, Vice President of Operations or co- Presidents of ICS.
• Upon notice, from any source, of a catastrophic situation, the Unit Manager, Vice President of Operations and client should be notified immediately. • Depending on the severity of injuries that have occurred, a n ICS medical case manager should immediately be assigned to the case. In serious injury cases ICS frequently deals with medical practitioners not familiar with the reporting and communication responsibilities associated with treatment of work-related injuries. An ICS medical case manager will assist in ensuring we are provided timely and frequent information regarding the status of the injured workers’ medical condition.
• In most circumstances, an ICS investigator should be immediately dispatched to the site of the incident to screen and identify witness, ascertain the potential of subrogation opportunities, evaluate exposure for Serious and Willful Misconduct, obtain or determine if police reports will be available and ascertain information required to determine compensability. • ICS will immediately notify the appropriate CITY personnel , and they likely will be dispatched for purposes of a site visit, especially in circumstances where OSHA has been contacted.
• In circumstances where injured workers are hospitalized for longer than overnight for purposes other than observation, an ICS representative should meet with the injured worker or their family members, whenever possible. The purpose of the visit would be to personally explain benefits due, explain the processes to come, notify who will be the daily contact person available to them and answer any other questions they may have. • When feasible, ICS’s medical case manager assigned should jointly meet the injured worker or family members with the ICS representative.
• Depending on the C lient’s excess coverage and policy, the excess carrier should immediately be notified.
• In circumstances involving multiple injured workers, all files should be coded by ICS to reflect they are part of a catastrophic incident to ensure appropriate excess reporting and tracking capabilities are in place.
• In cases of serious injury, ICS should provide updates to the Unit Manager, Vice President of Operations and the Client no less frequently than monthly for a period of time to be determined, depending on the seriousness of each incident.
Claim Settlements
It is ICS’ responsibility to identify as early as possible the potential for permanent disability. If none is anticipated or documented, claim closure is pursued rapidly by ICS. If permanent residuals are anticipated, a plan for claim resolution is placed in motion by ICS.
ICS will seek from CITY settlement authority that will allow ICS to resolve cases of nominal value in a time- and cost-effective manner. Regardless of the settlement authority value, all settlements will be discussed and approved by the Unit Manager, and basis for recommendations will be clearly documented by ICS in the claims management system.
Medicare Reporting
Per CMS guidelines, ICS will submit a Query file of all claims from 2010 to CMS quarterly. CMS Docusign Envelope ID: 540DFEFB-C8BA-4F56-A850-F1BE0BE67C90
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will process and return that file identifying Medicare Recipients to ICS. That information is uploaded to Renaissance by ICS. ICS will also keep a log each time of all of the claims that have been reported and those that are Medicare Recipients.
ICS then goes to each newly identified Medicare Recipient in klear.ai and input the necessary data to complete the Claim report to CMS. ICSalso reviews other claims to determine if an update or change needs to be reported such as a TPOC (?) or legal representation. ICS transmits the new and updated Claim files to CMS quarterly with all of the new claim information.
Medicare Recipient claims are flagged in klear.ai so the examiners will make sure their settlements incorporate the protection of Medicare’s interests.
Subrogation
ICS aggressively pursues subrogation on behalf of the Client. Clear policies and procedures are in place at ICS to assure that any case offering subrogation potential is thoroughly and expeditiously pursued. ICS identifies all opportunities for subrogation although action is not taken unless the CITY has specifically authorized such action.
ICS will identify subrogation opportunities immediately upon receipt of a claim and put in motion a plan to obtain information regarding the responsible party. As soon as a responsible third party is identified, notice of intent to pursue recovery will be issued by ICS, and regular contact will be maintained by ICS until a recovery is made.
ICS will notify the client as soon as it is felt a complaint in Civil court may be needed to protect the statute of limitations so appropriate legal referrals can be made. ICS will ensure credits are asserted against an injured workers’ net recovery for future benefits whenever possible.
In addition, ICS’ claims supervisor maintains a separate diary of all claims on which ICS is pursuing subrogation recoveries to ensure all statutes are protected.
Excess Claims
ICS will provide the initial report, follow-up reports and settlement requests to the Client Excess Insurance Carrier when necessary. ICS maintains a listing of all reporting requirements as well as the Self-Insured Retention level for each policy period. ICS will also prepare and send requests for reimbursement on claims that have payments exceeding the SIR. ICS examiners and managers have diaries set to ensure timelines are met for reporting claims and requesting reimbursements.
Fraud Claims Management
ICS has an in-house fraud investigations unit that consists of both Presidents, VP of Operations and all Unit Managers; however, we do not have in-house investigators. The actual investigative assignment would be referred to an outside vendor.
All ICS examiners are trained as to the “red flags” indicative of potential fraud cases. Additionally, ICS will incorporate fraud awareness training into the training program for all CITY supervisors and managers.
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Sub-rosa Investigation
While a sub-rosa investigation can be a useful tool, ICS’ referrals of this nature must be justified due to the high cost and the relative low ratio of success. All sub-rosa investigations must have both ICS supervisory and CITY approvals.
Sub-rosa Guidelines
• Examiner will specify number of hours authorized.
• Investigator will stop, or request authority to continue, if no activity in four continuous hour period.
• No use of second vehicle or investigator without prior approval of ICS examiner. • All videotapes will be sent with the report and are the property of CITY . • Examiner must approve all records checks prior to conducting them. • All expenses are to be itemized, including office expenses, and must show date of activity. • Reports should be received by ICS within 10 working days of completion of assignment.
The purpose of the ICS litigation management program is to reduce the client’s overall cost of risk, taking into consideration both loss and cost factors in litigated claims.
ICS accomplishes this by taking a proactive approach to litigation, Encouraging and fostering early resolution, ICS closely monitors the activities of defense counsel and hearing representatives to assure early disposition. Claims examiners will continue to actively manage all such litigated claims.
The mere fact that a claim goes into litigation is insufficient cause to trigger an outside referral.
ICS’ preference in many cases is that the claims examiners continue with the day-to-day handling of the claim. The second choice is referral to a qualified defense attorney with the client’s concurrence.
When a defense attorney is optioned, ICS holds defense counsel to strict standards of reporting frequency, report content, cost containment, billing protocol and overall handling. Attorneys will not be authorized to perform or be reimbursed for tasks that are the responsibility of ICS.
The ICS Claims Examiner is responsible for the following:
• Refer file to specific attorney
• Direct and approve plan of action
• Subpoena medical records
• Serve original medical reports on all parties prior to DOR • Set defense med evaluation and send mileage and TTD
• Obtain settlement authority
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The Defense Attorney is responsible for the following, which ICS will monitor to ensure all responsibilities are fulfilled:
• Assign file to specific attorney requested
• Consult with and follow direction of examiner
• Unless otherwise directed, complete an initial file review within 15 days of receipt of file • Serve medical reports on WCAB when necessary
• Not refer to another attorney for deposition or appearance without prior examiner approval • Prepare purpose letter for medical evaluation
• Evaluate and request settlement authority from examiner • Respond to examiner phone calls within one working day • Meet with examiner and/or employer at request
• Within 5 days of receipt of DOR provide written analysis of case strategy and settlement authority requested
• Fax notice of hearing/conference/trial to examiner within one day of receipt • Initiate call to examiner to discuss strategy at least two weeks prior to hearing/conference/trial including proposed witnesses and settlement recommendations
• Report by fax, email or phone call to examiner within one working day, results of conference, hearing or trial
• Fax award notice to examiner within one day of receipt • Use ICS directed copy service
• Manage overall cost of litigation
By mutual consent the defense attorney may subpoena medical records and set evaluations with Unit Manager approval.
Closing Ratios
Closing ratios are directly related to examiner competence, staffing levels, and indemnity caseloads. ICS standards require a minimum-closing ratio of 100% in the first six months after transfer of the program. After the transition period, we will be substantially more familiar with employee demographics and the program’s operating environment to establish appropriate on- going closing ratio goals above 100% and develop appropriate performance benchmarks.
ICS employs a continuous improvement philosophy. Therefore, merely attaining the initial closing- ratio goal is viewed as a temporary accomplishment. Once ICS has assimilated to the Client’s program, ICS will then strive toward higher closing ratios and enhanced performance benchmarks.
Medical Only Claims Management
ICS will use its workflow that addresses claims management criteria similar to the standards required for management of lost time claims. ICS has created a Medical Only Examiner position that handles a blend of medical only and future medical claims and requires mandatory supervisor review of all open medical only claims every 90 days in addition to other review triggers. The medical only examiner is required to review all open claims every 30 days.
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File Documentation and Structure
Although the computer system offers many capabilities, hard copy files are still maintained by ICS.
ICS maintains hard copies of all benefit notices issued and all other correspondence in each claim file, although those documents can also be viewed on-line in the claim management system. ICS also documents all file balancing. Claims that have been closed for six months or more are stored by ICS off- site in a secure sub-contracted data storage facility.
Records, Files and Transcripts
ICS requires all examiners maintain a uniform segregation of information in our claim files. All bills and EOB’s are maintained by ICS in one section while medical reports are contained in another. All remaining communication is maintained by ICS in chronologic order, including hard copies of all completed reserve worksheets, benefit notices and any other written communication.
All claim activity is documented and maintained by ICS in the notepad area of our claims management system. Every phone call, every email, etc., are all clearly documented. ICS requires all examiners enter all mail received in the notepad area as well and our expectations are that this is done on a daily basis. ICS requires a Plan of Action entry on all unresolved claims every 30 days and a more extensive Plan of Action entry and Reserve recap every 90 days on unresolved claims.
For resolved claims these detailed reviews are conducted by ICS every 90 days. Evidence of file balancing is also reflected by ICS in the notes.
Certain critical information is scanned by ICS into the claims management system including Applications for Adjudication, Settlement documents and key AME or QME medical reports.
Index System
ICS subscribes and electronically files reports to the Index Systems; a clearinghouse that receives and facilitates the sharing of reported claims information among some 3000 organizations nationwide. ICS files its Index reports electronically.
ICS proposes that all indemnity claims, as well as, medical only claims with extensive treatment issues be indexed. The initial report should be made immediately upon receipt of sufficient information, then on an as needed basis thereafter. ICS will promptly file inquiries on any matches that the system finds.
Trust Fund
Trust Fund or Zero Balance accounts will be maintained by ICS for CITY. ICS ensures check production is password- protected, and signature requirements are client-specific. ICS will work with CITY on specific funding and banking procedures including frequency of reimbursement, bank reconciliation and signature authority. ICS will customize a reporting mechanism of checks issued to meet the Client’s need.
ICS ensures that safeguards are in place for the check printing process so that individuals entering checks and vendors into the system cannot also be the ones to sign and release the checks.
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ICS does not have “check stock” but instead each account has the Magnetic Ink Character Recognition (MICR) coding embedded by the printer and check software. Only certain individuals are able to access the check printing system as it is password and rights protected.
ICS will ensure all checks over a client’s designated threshold amount will be reviewed by a manager prior to signatures or mailing.
Closed File Storage
ICS uses the services of a professional file storage company for off-site storage of older closed claims. All closed claims are inventoried prior to transfer to the storage company. Closed claims are easily obtained from the off-site company if needed. ICS will maintain closed claims at the cost for five years from closing date.
Claim Roundtables
ICS will conduct random file audits to ensure compliance to all ICS and Client performance requirements. ICS will ensure all teams are up to date on procedure and case law and collaborate on challenging claims. ICS senior management has bi-monthly meetings with all Unit Managers where a number of topics are discussed, including roundtable discussions on claims.
The ICS Claim Examiner may initiate a roundtable discussion with senior management staff, defense counsel, the client and others on an as needed basis to discuss issues and resolution of individual claims.
Cost Containment Services
ICS will continue to partner with one of many managed care full service medical cost containment organizations specializing in workers' compensation. Services include managed care, medical, hospital, and pharmacy PPO access, and bill review.
Products and Services
All programs are offered as unbundled services:
• Medical Bill Review
• Utilization Review management
• Medical Case Management
ICS will always ensure that the managed care companies partnering with the Client and ICS remain uniquely qualified to provide the best medical managed care programs that promote quality medical care with the greatest cost savings, early return to work, and/or a permanent and stationary status of the injured worker.
• Early intervention, coordinating services and education of the injured claimant • Ongoing monitoring of treatment which helps to correct or prevent medical complication or secondary injury
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claimants at the appropriate level of care
• Reduction of relapses, needless hospital stays, and unnecessary emergency visits to the hospital
• Ongoing communication and team management which help to generate movement from one level of care to the next with as little confusion and disruption as possible for the claimant
• Generation of database for claims analysis
• Providing accountability for and tracking of medical services required
Bill Review Provider
The first step in creating an effective cost containment program begins with bill review. It is our belief that reviewing all medical bills creates a safety net against duplicitous and other erroneous billing.
Unless otherwise directed, ICS will continue to utilize Diamond Bill Review (DBR) to provide all bill review functions. ICS utilizes DBR for their knowledge and expertise of not only reviewing medical bills, but also providing the support and communication necessary to provide the quickest, most accurate turn-around for bill payments. DBR’s bill review software and services are the hallmark of their company culture. They prove it every day with an investment in experienced personnel and advanced technology.
The staff includes:
o Coding and Analyst Experts
o Dedicated Account and Production Managers
o Fee Schedule and Research Technicians
o Surgical Evaluation Specialists
DBR’s flexible bill review program allows changes to be made by ICS quickly if requested.
Diamond Bill Review takes care of any correspondence with providers concerning allowance disputes over bills reviewed for their offices. ICS will ensure ICS claims adjusters are always kept updated with any billing questions and DBR helps find immediate solutions.
Diamond Bill Review incorporates a system of checks and balances that refer to state-mandated allowances. From time to time a provider will have an extraordinary circumstance that goes beyond the “usual” level of care covered by a fee schedule item. When this occurs, the provider is asked to submit a report citing specific reasons for an additional allowance of those items in question.
If, upon re-review, an additional payment to the provider is recommended, a letter is sent to the claims adjuster with appropriate recommendations contained therein.
DBR practices a series of processes for Quality Assurance that allows for capturing duplicate bills, overpayments, and billing errors. Duplicate billing is captured by comparing bills that are received against bills that are already in the ICS system. The bill intake process involves the billing technology catching most duplicate bills when they are uploaded into the system. The data verification coordinators verify that each bill is an original, and if there is duplicate billing, ICS will Docusign Envelope ID: 540DFEFB-C8BA-4F56-A850-F1BE0BE67C90
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ensure that the provider is sent an EOR with the check number or request for information contained on it. Quality Assurance is maintained through Communication, Management and Training. ICS will manage continual contact with DBR’s staff.
ICS will manage contract with DBR, intending to deliver services to CITY based on DBR’s performance standards, listed below:
1. Turn-Around time from bill being received into software, through payment file processing:
a. Maximum of 3 days
2. Review-Only Turn-Around Time:
a. Same day
3. Complex Bill Review Turn-Around Time:
a.1 Day from time received
4. Reconsideration Request:
a. 1 Day from time received
5. Paper Bill Scans:
a. Same day of being received
6. Bill Review Processing Quantity per Day/Employee:
a. 300 Minimum (Bill is scanned and uploaded into software)
7. Data Verification Processing Quantity per Day/Employee:
a. 400 Minimum (Bill is scanned and uploaded into software)
8. Provider Request (EOR, Payment Question, Bill Process, Etc.):
a. Same day of being received
Diamond Bill Review’s charges are as follows and are paid off the claim files:
Medical bills $3.00 Header per bill, $1.00 per line
Inpatient Bills 20% of savings
Outpatient Bills 16% of savings
PPO Network 20% of savings
Fees for Review Only bills and liens $100.00 flat rate
Hospital Bill Review
With the implementation of the hospital inpatient fee schedule, hospital bills that do not fall into a PPO network will be reduced to the fee schedule.
DBR’s highly trained bill review staff will ensure that a bill's DRG code matches the services the provider is billing for and will screen for length of stay and trauma situations before applying the rates.
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When a facility bill falls outside of the fee schedule, DBR will establish a U&C baseline for the treatment. They will use the 85th percentile U&C application and consult the medical treatment “Blue Book” for pricing recommendations. After establishing a starting rate for negotiation, they will contact ICS to receive authorization for the recommended amount. DBR’s communication throughout the negotiation process keeps our examiners updated as to each step in the negotiation process.
All DBR staff members have been trained on the calculations and regulations of the fee schedule in each state, for determining the rates of reimbursement, with key staff members attending state fee schedule programs pertaining to accurate calculations of Hospital bills. All bills that go through the office are subject to a two-check system to ensure accuracy.
Utilization Review
Unless otherwise directed, ICS will continue to utilize Arissa Cost Solutions to manage all Utilization and Physician/Peer Review services provided to CITY . All Utilization Review ( UR) requests are reviewed by physicians. Arissa’s charges remain as follows:
Level 1 (Nurse) UR Services:
• 1-3 Treatment Requests: $156
• 4-6 Treatment Requests: $156
• 7-9 Treatment Requests: $156
• 10+ Treatment Requests: $156
Level 2 (Peer) UR Services:
• 1-3 Treatment Requests: $215
• 4-6 Treatment Requests: $430
• 7-9 Treatment Requests: $645
• 10+ Treatment Requests: $860
• Escalated Requests: $50
• Withdrawal: $50
ICS will follow its UR referral guidelines , described below, that allow the claims examiners to authorize most treatment requests that are in line with each type of injury. ICS will utilize its list of triggers to reduce unnecessary delays, and questions only those treatment requests that appear to be outside of the ACOEM guidelines.
ICS’s UR Referral Guidelines:
• All requests for spinal surgery that are not being authorized outright. If there is any question regarding authorization, a referral must be made to UR immediately. If UR denies the surgery, we must formally object and request a 2
nd opinion. All of this must take place within
10 days of receipt of the request for surgery. Likewise, if UR recommends the surgery, it must be authorized immediately – there is no option for a 2nd opinion. This applies only to claims with dates of injury prior to 1/1/13 – and only until 6/30/13. Thereafter, only submit Docusign Envelope ID: 540DFEFB-C8BA-4F56-A850-F1BE0BE67C90
Professional Services
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requests for spinal surgery to UR if the request meets another referral trigge r detailed below.
• Physical Therapy/Occupational Therapy, Chiropractic or Acupuncture treatment requests when the number of recommended visits has reached or exceeded 18, not including post - operative treatment.
• Post-Operative Physical/Occupational Therapy or Chiropractic treatment requests when the number of recommended post-operative visits has reached or exceeded 18. • All authorization requests for experimental, new, or not commonly performed surgical or other procedures.
• All requests for authorization of Durable Medical Equipment, expected to be used for more than 60 days, or suggested for a purchase price in excess of $500. • All authorization requests for inpatient surgery
• All authorization requests for referrals to nursing, convalescent or residential homes or for home health care services not related to post-surgical care. • All home health care service requests for a period beyond 2 weeks post-surgery, or 2 weeks post release from hospital.
• All cases where psychiatric or psychological therapy extends beyond two weeks. • All cases where the doctor specialty does not match diagnosis, i.e., chiropractic care for the diagnosis of a fracture, etc.
• All authorization requests for repeat diagnostic testing (CT/myelogram, discogram, diagnostic injections, angiogram, MRI, and EMG's) unless required due to the poor quality of prior studies, or when requested by a QME/AME, or when original studies are more than 12 months old.
• All authorization requests for referrals to Functional Restoration Programs and/or FRP evaluations.
• All authorization requests for Inpatient or Outpatient chemical dependency or weight loss programs.
• All cases where there is a need to obtain a second opinion on long -term need/use of prescriptions.
• All authorization requests for therapeutic injections (i.e. ESI, steroid injections, PRP injections, viscosupplementation, etc.).
• All prescription requests for unlisted, or non-exempt drugs per the MTUS guidelines. • Requests for treatment not recognized within LC 4600, such as massage therapy, gym memberships, etc.
Docusign Envelope ID: 540DFEFB-C8BA-4F56-A850-F1BE0BE67C90
Professional Services
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• Any other additional criteria requested by CITY.
When ICS determines a referral to Utilization is inappropriate, ICS will seek the opinion of a physician regarding past or future treatment recommendations. Those occasions require referral for a Peer or Physician Review. ICS will manage internal review prior to referral.
ICS will perform a non-utilization review, a product entitled, “Administrative Denials,” as defined by CCR9792.9.1(h) for those requests which have been previously submitted and partially certified or denied within the past 365 days by the same reviewer for the same service.
PPO Network
ICS will include the number of members in the PPO to be used and the number of specialties represented. In addition, ICS will provide the PPO member’s contract provision language which specifies the percentage below the California Official Medical Fee Schedule to which the PPO member has agreed.
Through the ICS affiliation with Diamond Bill Review ICS is able to offer access to 9 PPO networks:
• CorCare:
• Average of 9% discount off of CA state fee schedule.
• 2200 members with 146,000 trea tment locations in CA. • Multiplan
• Three Rivers Provider Network
• Triton Networks
• HealthSmart
• IHP
• Optum
• Novanet
• CareIQ – Physical Therapy and DME Specialties
Medical Case Management
ICS will perform the role of the Medical Case Manager, to coordinate, facilitate and orchestrate the management of the case under the review of the best-qualified physicians. ICS will ensure an appropriate treatment plan is established that delineates specific goals and outcome objectives.
ICS’s roles and responsibilities include the following:
• Involvement with the selection of quality medical providers
• Assuring all treatments are medically justified
• Tracking information and data on the injured workers
• Working with the medical treatment team to develop a plan of care with specific goals and objectives
Docusign Envelope ID: 540DFEFB-C8BA-4F56-A850-F1BE0BE67C90
Professional Services
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• Monitoring the utilization of services
• Evaluating the treatment plan as injured worker makes progress. • Educating the injured worker on rehabilitation or the treatment program and outcome • Encouraging active compliance with medically necessary treatment • Working to eliminate duplication of medical care or treatment • Active communication with the claim adjuster on management of the case • Working with the injured worker to develop trust and credibility in the treatment team and employer with return to work as soon as medically possible • Communication with the injured worker weekly to prevent regression, undue stress and feelings of abandonment which workers often experience, and which lead them to initiate litigation
• Working with all parties concerned to ensure timeliness of payments of disability, medical services and any out-of-pocket expenses
• Provide an "active" therapeutic environment for the injured worker
ICS’s Medical Case Manager works with the claimant's physician and health care providers to appropriately coordinate services and monitor the various treatment programs.
Pharmacy Benefit Management
ICS will manage its partnership with Alius Health to deliver pharmacy benefit management services to CITY as described below.
Alius Health provides a pharmacy lookup tool for convenience and boasts a network of over 74,000 pharmacies nationwide, over 6,000 of which are in the state of California. Their First Fill Program is completely customizable and can be delivered over text, digital or paper format. The card can be used at no risk to the CITY.
Should a medication fall outside the California formulary, a prior authorization notification is sent in real time to one of the ICS claims professionals. Alius Health can SMART route the prior authorizations to adjusters, utilization review or nurse case managers. The determination can be made in real time through Alius Health’s interactive email delivery system or through the client web portal.
The client web portal gives claims professional additional tools to help manage the pharmacy benefits, including but not limited to:
• Manage Prior Authorizations
• Alerts/Risk Scoring
• Medication History
• Claims documents and notes
• Reporting
• Distribution of pharmacy cards
Alius Health offers a wide variety of clinical tools to ensure that the injured workers receive the most cost-effective treatment while safeguarding that the care received is within the guidelines of Docusign Envelope ID: 540DFEFB-C8BA-4F56-A850-F1BE0BE67C90
Professional Services
Rev. Jan 29, 2024
the state of California’s workers’ compensation system. Formularies are thoroughly reviewed monthly and updated as frequently as daily when applicable.
Through Surescripts, Alius Health connects with over 85% of the prescriber’s electronic medical records (EMR) platforms. The Alius Health technology allows to upload formulary information and medication history into the prescriber’s EMR. Through Alius Health proprietary algorithms, prescribers can be notified if a medication is going to require prior authorization and presents a medication option within the California formulary. Benefits of this technology are endless but some of the highlights include:
• Increased patient safety
• Over a 30% reduction in spend
• Up to a 40% reduction in prior authorization requests • Less wait time at the pharmacy
• Greater medication adherence
At the point of sale, the formularies provide utilization review edits to help to protect against unrelated prescriptions as well as redundant therapy, early refills, unapproved prescribers, excessive morphine equivalent dosages, and cost thresholds. As ide from the constant real -time monitoring of medication regimens, they also offer quarterly reports that are risk based in an attempt to highlight claims that may be headed in the wrong direction.
Diagnostic Services
ICS has elected MIS, Inc., as their diagnostic services network provider. ICS staff is equipped with a toll- free number when diagnostics are requested, and all referrals are directed to schedule services through MIS who provides quality services at a competitive rate. CITY may elect another service provider in this area.
Return to Work
ICS will ensure all employees who are off work, or working modified duty, be evaluated by their treating physician at least every two weeks so that updated work restrictions can be obtained. This also assists the examiner in evaluating evidence of improvement, as work restrictions should decline throughout the process of recovery. For individuals who have undergone surgery, depending on the severity of that surgery, ICS will encourage re-evaluations no less frequently than monthly.
During ICS’ claims examiner’s initial and ongoing communication with injured workers, ICS will ensure workers are aware of the CITY’s program as well, and if they have been released to modified duty, instruct them to report for work. ICS will make sure they understand that returning for modified duty is not an option, and that they may not qualify for benefits if the Client is able to offer them work within their restrictions.
Transition Plan
Docusign Envelope ID: 540DFEFB-C8BA-4F56-A850-F1BE0BE67C90
Professional Services
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Accordingly, ICS will deploy sufficient senior staff to ensure a smooth, closely coordinated transition, avoiding a disruption of benefits to injured employees. ICS will facilitate this process to achieve a successful first contract year.
In addition to the above transition processes, ICS creates a document entitled “Client Profile” to confirm all client specific operational procedures and requirements. ICS integrates this document integrated into the CITY’s claims administrative standards and into ICS’s policy and procedures.
This document is maintained by the ICS Unit Manager, updated regularly, and provided to each ICS team member assigned to the CITY’s program.
Database Management
ICS utilizes klear.ai which is Internet and Windows based. ICS will complete data conversions for any other claims management software systems when necessary. ICS has a complete IMS department that oversees all hardware and software support for client and internal use.
Our current configuration allows clients to access their claims data, free of charge, through use of our claims management system. ICS, through a subcontractor, will providethe ability to see all active information and manage a CITY diary . CITY can enter notes and update body part and classification coding (?) as well. ICS will allow CITY to be users of the system and give CITY the capability to view all data that ICS maintains.
Security is a primary concern in today's corporate world, especially when dealing with personal information. Consequently, klear.ai allows the system administrator to assign permissions by user or by group access, all the way from network rights to database rights, down to individual screen and field access. ICS adheres to the IT Standards as adopted by CAJPA in their Accreditation Standards.
ICS will customize the software for CITY as needed. The ICS IMS Department will provide Help Desk support and custom programming.
Claim Reports
ICS will provide each client with a customized set of claim reports based on the CITY’s need.
These reports can be done daily, weekly, monthly, quarterly or upon CITY request. As requested, ICS will download and email the reports in Word, Excel, Adobe or other formats. Reports will be delivered to the CITY within 5 working days of the end of each month.
ICS will provide the following reports based on CITY’s needs:
Claim Activity Report
Report produces a detailed listing of claims, the associated financial activity, and indicates if each claim has one (or more) of nine categories of claim activity.
Docusign Envelope ID: 540DFEFB-C8BA-4F56-A850-F1BE0BE67C90
Professional Services
Rev. Jan 29, 2024
Claim Summary by Year Report
Report produces a listing of claim counts and totals, grouped by annual periods and broken into report categories (loss type/LOB categories).
Claim Cost Detail Report
Report produces a detailed listing of claims and their associated financial activity broken down by reserve category.
Claims Cost Summary Report
Report produces a single-line, detailed listing of claims and their associated financial activity.
Claim Log
Report produces a listing of claims dated within a user-specified date-range, sorted by either claimant name or claim number.
Examiner Activity Report
Report produces a listing of claims, which 1) have been Opened, Closed, or Reopened during the activity period, or 2) are dated within the activity period.
Management Summary Report
Report produces a listing of claim counts and totals, grouped by user-specified location levels.
Examiner Case Log
Report produces one of three listings of claims, sorted by examiner: 1) Claims with activity in period; 2) Claims dated within the period; or 3) Claims, which are open at the end of the period. If "claims with activity within the period" is chosen, a summary section showing New, Closed, or Reopen counts is also produced.
Frequency Analysis Reports
Nine reports, each of which produces a different listing showing the frequency of claim incidences.
All reports have the same parameters, and most display information in the same way. Each report is ordered by the total number of claims for the type, highest count to lowest. The following nine types of frequency analysis are available:
• Body Part - claim counts by body part code.
• Line of Business - claim counts by line of business code. • Loss Age - claim counts by claimant age on the loss date (whole years only) • Loss Agency - claim counts by loss agency code.
• Loss Cause - claim counts by loss cause code.
• Loss Nature - claim counts by loss nature code.
• Loss Time - claim counts by loss time hour
• Loss Type - claim counts by loss type code.
Docusign Envelope ID: 540DFEFB-C8BA-4F56-A850-F1BE0BE67C90
Professional Services
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• Loss Day of Week - claim counts by loss day of week.
• Class Code – claim counts by class code.
• Length of Service – claim counts by number of years’ claimant has been employed. • Claim Location (Org Tree) – claim counts by location in your organization tree. • Loss Location – claim counts by loss location (using the loss location field).
Financial Reconciliation Ledger
Report produces a listing of financial transactions within a user-entered effective date range and/or a user-entered check number range.
Financial Location Summary by Year
Report produces a listing of claim counts and totals, grouped by Annual Periods (claim years).
Payment Type Totals Report
Report produces either a summary or detail report, showing totals by payment types. The summary report shows totals for each pay type grouped by reserve summary type. The detail report shows totals for each pay type grouped by individual claims.
Loss Triangle Report
Eight reports, each of which produces a trend analysis for specific claim activity for annual reporting periods, with aging based on the claim year, or based on claim life, i.e. the actual claim date chosen according to the parameter choice entered. All reports have the same parameters, and display information in the same way.
• Case Reserves - Net open reserves of all claims as of each period. • Claims Entered - Displays the number of claims entered for each period based on claim entry date.
• Claims with Incurred - Claims which have an incurred amount. Note: a reduction in the claim count within a development period represents the zeroing out of reserves. • Closed Claims - Number of claims closed as of each development period. • Closed with Paid - Numbe r of closed claims which have payments as of each development period.
• Incurred Loss - Total incurred loss of all claims as of each period. • Open Claims - Number of claims open as of each development period. • Paid Loss - Total paid loss of all claims a s of each period.
Vendor Payments by Claim Report
Report produces a listing of payment counts and totals to selected vendors, summarized for each claim and grouped by vendor.
Vendor Payments Summary Report
Docusign Envelope ID: 540DFEFB-C8BA-4F56-A850-F1BE0BE67C90
Professional Services
Rev. Jan 29, 2024
Report produces either a single-line summary of payment totals for each vendor, or a listing of totals grouped by payment type within vendor. Reported information is for payments within the extract Activity Period.
Multiple Claims Report
Report produces a list showing multiple instances of a common tax ID number on different claims.
A user- specified number of instances controls how many times claims must be found in order to be reported.
Occurrence Cost Detail Report
Report produces a detailed listing of occurrences and their associated financial activity broken down by reserve category.
Occurrence Cost Summary Report
Report produces a single-line, detailed listing of occurrences and their associated financial activity.
SIP Annual Report
Report produces a completed Consolidated Liabilities report and Open Claim Log as required by SIP.
OSHA 300 Report
Report produces OSHA 300 log for calendar year and can be broken out by department.
ICS will prepare IRS Form 1099’s and all other State mandated reports. ICS will download data to Excel, Word, Adobe and to most other software programs as requested.
Docusign Envelope ID: 540DFEFB-C8BA-4F56-A850-F1BE0BE67C90
Professional Services
Rev. Jan 29, 2024
EXHIBIT B
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed (“NTP”) from the CITY.
Duties assigned as needed.
Year 1 $239,060.00
Year 2 $248,504.00
Year 3 $258,322.00
Conversion Fee $15,000.00
Total Years 1-3 Not to Exceed Compensation $760,866.00
Docusign Envelope ID: 540DFEFB-C8BA-4F56-A850-F1BE0BE67C90
Professional Services
Rev. Jan 29, 2024
EXHIBIT C
COMPENSATION
CITY agrees to compensate CONSULTANT for the Services performed in accordance with the terms and conditions of this Agreement, including Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4 of the Agreement ), based on the hourly rate schedule attached as Exhibit C-1.
The compensation to be paid to CONSULTANT under this Agreement for all Services, any specified reimbursable expenses , and Additional Services (if any, per Section 4) , shall not exceed the amount(s) stated in Section 4 of this Agreement . CONSULTANT agrees to complete all Services , any specified reimbursable expenses, and Additional Services (if any, per Section 4) , within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY.
Should termination occur prior to the end of this agreement, the CITY agrees to pay a fee of $8,000 for the data transfer to a new entity.
REIMBURSABLE EXPENSES
CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time /overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet) , in-house printing, insurance and other ordinary business expenses , are included within the scope of payment for S ervices and are not reimbursable expenses hereunder.
Reimbursable expenses, if any are specified as reimburs able under this section, will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are: NONE up to the not-to-exceed amount of: $0.00.
Docusign Envelope ID: 540DFEFB-C8BA-4F56-A850-F1BE0BE67C90
Professional Services
Rev. Jan 29, 2024
EXHIBIT D
INSURANCE REQUIREMENTS
CONSULTANTS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE
CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS AS SPECIFIED HEREIN.
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY STATUTORY STATUTORY
YES
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL
LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY
DAMAGE COMBINED.
$2,000,000
$2,000,000
$2,000,000
$4,000,000
$4,000,000
$4,000,000
YES
AUTOMOBILE LIABILITY,
INCLUDING ALL OWNED, HIRED,
NON-OWNED
BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
PROFESSIONAL LIABILITY,
INCLUDING, ERRORS AND
OMISSIONS, MALPRACTICE (WHEN
APPLICABLE), AND NEGLIGENT
PERFORMANCE
ALL DAMAGES $2,000,000
YES
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONSULTANT, AT ITS SOLE COST
AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM
OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY
CONSULTANT AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’
COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT’S AGREEMENT TO INDEMNIFY CITY.
II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING EMAIL: [email protected]
III. ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL INSUREDS:
A. PRIMARY COVERAGE
Docusign Envelope ID: 540DFEFB-C8BA-4F56-A850-F1BE0BE67C90
Professional Services
Rev. Jan 29, 2024
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED,
INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR
CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE
POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED
AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER
THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE CITY OF PALO ALTO SENT TO THE FOLLOWING EMAIL:
Docusign Envelope ID: 540DFEFB-C8BA-4F56-A850-F1BE0BE67C90
POLICY S
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DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93 Docusign Envelope ID: 540DFEFB-C8BA-4F56-A850-F1BE0BE67C90 POLICY AND PROCEDURES 1‐64/IT
Revised: December 2017
The goals and objectives of the Policy are: (a) a safe, productive, and inoffensive work environment for all users having access to the City’s applications and databases; (b) the appropriate maintenance and security of database information assets owned by, or entrusted to, the City; (c) the controlled access and security of the Information provided to the City’s staff and third party contractors; and (d) faithful compliance with legal and regulatory requirements.
SCOPE
The Policy will guide the City’s staff and, indirectly, third party contractors, which are by contract required to protect the confidentiality and privacy of the Information of the persons whose personal information data are intended to be covered by the Policy and which will be advised by City staff to conform their performances to the Policy should they enjoy conditional access to that information.
CONSEQUENCES
The City’s employees shall comply with the Policy in the execution of their official duties to the extent their work implicates access to the Information referred to in this Policy. A failure to comply may result in employment and/or legal consequences.
EXCEPTIONS
In the event that a City employee cannot fully comply with one or more element(s) described in this Policy, the employee may request an exception by submitting Security Exception Request.
The exception request will be reviewed and administered by the City’s Information Security Manager (the “ISM”). The employee, with the approval of his or her supervisor, will provide any additional information as may be requested by the ISM. The ISM will conduct a risk assessment of the requested exception in accordance with guidelines approved by the City’s Chief Information Officer (“CIO”) and approved as to form by the City Attorney. The Policy’s guidelines will include at a minimum: purpose, source, collection, storage, access, retention, usage, and protection of the Information identified in the request. The ISM will consult with the CIO to approve or deny the exception request. After due consideration is given to the request, the exception request disposition will be communicated, in writing, to the City employee and his or her supervisor. The approval of any request may be subject to countermeasures established by the CIO, acting by the ISM.
MUNICIPAL ORDINANCE
This Policy will supersede any City policy, rule, regulation or procedure regarding information privacy.
RESPONSIBILITIES OF CITY STAFF
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A. RESPONSIBILITY OF CIO AND ISM
The CIO, acting by the ISM, will establish an information security management framework to initiate and coordinate the implementation of information security measures by the City’s government.
The City’s employees, in particular, software application users and database users, and, indirectly, third party contractors under contract to the City to provide services, shall by guided by this Policy in the performance of their job responsibilities.
The ISM will be responsible for: (a) developing and updating the Policy, (b) enforcing compliance with and the effectiveness of the Policy; (c) the development of privacy standards that will manifest the Policy in detailed, auditable technical requirements, which will be designed and maintained by the persons responsible for the City’s IT environments; (d) assisting the City’s staff in evaluating security and privacy incidents that arise in regard to potential violations of the Policy; (e) reviewing and approving department‐specific policies and procedures which fall under the purview of this Policy; and (f) reviewing Non‐ Disclosure Agreements (NDAs) signed by third party contractors, which will provide services, including, without limitation, local or ‘cloud‐based’ software services to the City.
B. RESPONSIBILITY OF INFORMATION SECURITY STEERING COMMITTEE The Information Security Steering Committee (the “ISSC”), which is comprised of the City’s employees, drawn from the various City departments, will provide the primary direction, prioritization and approval for all information security efforts, including key information security and privacy risks, programs, initiatives and activities. The ISSC will provide input to the information security and privacy strategic planning processes to ensure that information security risks are adequately considered, assessed and addressed at the appropriate City department level.
C. RESPONSIBILITY OF USERS
All authorized users of the Information will be responsible for complying with information privacy processes and technologies within the scope of responsibility of each user.
D. RESPONSIBILITY OF INFORMATION TECHNOLOGY (IT) MANAGERS The City’s IT Managers, who are responsible for internal, external, direct and indirect connections to the City’s networks, will be responsible for configuring, maintaining and securing the City’s IT networks in compliance with the City’s information security and privacy policies. They are also responsible for timely internal reporting of events that may have compromised network, system or data security.
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E. RESPONSIBILITY OF AUTHORIZATION COORDINATION
The ISM will ensure that the City’s employees secure the execution of Non‐Disclosure Agreements (NDA), whenever access to the Information will be granted to third party contractors, in conjunction with the Software as a Service (SaaS) Security and Privacy Terms and Conditions. An NDA must be executed prior to the sharing of the Information of persons covered by this Policy with third party contractors. The City’s approach to managing information security and its implementation (i.e. objectives, policies, processes, and procedures for information security) will be reviewed independently by the ISM at planned intervals, or whenever significant changes to security implementation have occurred.
The CIO, acting by the ISM, will review and recommend changes to the Policy annually, or as appropriate, commencing from the date of its adoption.
GENERAL PROCEDURE FOR INFORMATION PRIVACY
A. OVERVIEW
The Policy applies to activities that involve the use of the City’s information assets, namely, the Information of persons doing business with the City or receiving services from the City, which are owned by, or entrusted to, the City and will be made available to the City’s employees and third party contractors under contract to the City to provide Software as a Service consulting services. These activities include, without limitation, accessing the Internet, using e‐mail, accessing the City’s intranet or other networks, systems, or devices.
The term “information assets” also includes the personal information of the City’s employees and any other related organizations while those assets are under the City’s control. Security measures will be designed, implemented, and maintained to ensure that only authorized persons will enjoy access to the information assets. The City’s staff will act to protect its information assets from theft, damage, loss, compromise, and inappropriate disclosure or alteration. The City will plan, design, implement and maintain information management systems, networks and processes in order to assure the appropriate confidentiality, integrity, and availability of its information assets to the City’s employees and authorized third parties.
B. PERSONAL INFORMATION AND CHOICE
Except as permitted or provided by applicable laws, the City will not share the Information of any person doing business with the City, or receiving services from the City, in violation of this Policy, unless that person has consented to the City’s sharing of such information during the conduct of the City’s business as a local government agency with third parties under contract to the City to provide services.
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C. METHODS OF COLLECTION OF PERSONAL INFORMATION
The City may gather the Information from a variety of sources and resources, provided that the collection of such information is both necessary and appropriate in order for the City to conduct business as a local government agency in its governmental and proprietary capacities. That information may be gathered at service windows and contact centers as well as at web sites, by mobile applications, and with other technologies, wherever the City may interact with persons who need to share such formation in order to secure the City’s services.
The City’s staff will inform the persons whose Information are covered by this Policy that the City’s web site may use “cookies” to customize the browsing experience with the City of Palo Alto web site. The City will note that a cookie contains unique information that a web site can use to track, among others, the Internet Protocol address of the computer used to access the City’s web sites, the identification of the browser software and operating systems used, the date and time a user accessed the site, and the Internet address of the website from which the user linked to the City’s web sites. Cookies created on the user’s computer by using the City’s web site do not contain the Information, and thus do not compromise the user’s privacy or security. Users can refuse the cookies or delete the cookie files from their computers by using any of the widely available methods. If the user chooses not to accept a cookie on his or her computer, it will not prevent or prohibit the user from gaining access to or using the City’s sites.
D. UTILITIES SERVICE
In the provision of utility services to persons located within Palo Alto, the City of Palo Alto Utilities Department (“CPAU”) will collect the Information in order to initiate and manage utility services to customers. To the extent the management of that information is not specifically addressed in the Utilities Rules and Regulations or other ordinances, rules, regulations or procedures, this Policy will apply; provided, however, any such Rules and Regulations must conform to this Policy, unless otherwise directed or approved by the Council. This includes the sharing of CPAU‐collected Information with other City departments except as may be required by law.
Businesses and residents with standard utility meters and/or having non‐metered monthly services will have secure access through a CPAU website to their Information, including, without limitation, their monthly utility usage and billing data. In addition to their regular monthly utilities billing, businesses and residents with non‐standard or experimental electric, water or natural gas meters may have their usage and/or billing data provided to them through non‐City electronic portals at different intervals than with the standard monthly billing.
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Businesses and residents with such non‐standard or experimental metering will have their Information covered by the same privacy protections and personal information exchange rules applicable to Information under applicable federal and California laws.
E. PUBLIC DISCLOSURE
The Information that is collected by the City in the ordinary course and scope of conducting its business could be incorporated in a public record that may be subject to inspection and copying by the public, unless such information is exempt from disclosure to the public by California law.
F. ACCESS TO PERSONAL INFORMATION
The City will take reasonable steps to verify a person’s identity before the City will grant anyone online access to that person’s Information. Each City department that collects Information will afford access to affected persons who can review and update that information at reasonable times.
G. SECURITY, CONFIDENTIALITY AND NON‐DISCLOSURE
Except as otherwise provided by applicable law or this Policy, the City will treat the Information of persons covered by this Policy as confidential and will not disclose it, or permit it to be disclosed, to third parties without the express written consent of the person affected. The City will develop and maintain reasonable controls that are designed to protect the confidentiality and security of the Information of persons covered by this Policy.
The City may authorize the City’s employee and or third party contractors to access and/or use the Information of persons who do business with the City or receive services from the City. In those instances, the City will require the City’s employee and/or the third party contractors to agree to use such Information only in furtherance of City‐related business and in accordance with the Policy.
If the City becomes aware of a breach, or has reasonable grounds to believe that a security breach has occurred, with respect to the Information of a person, the City will notify the affected person of such breach in accordance with applicable laws. The notice of breach will include the date(s) or estimated date(s) of the known or suspected breach, the nature of the Information that is the subject of the breach, and the proposed action to be taken or the responsive action taken by the City.
H. DATA RETENTION / INFORMATION RETENTION
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The City will store and secure all Information for a period of time as may be required by law, or if no period is established by law, for seven (7) years, and thereafter such information will be scheduled for destruction.
I. SOFTWARE AS A SERVICE (SAAS) OVERSIGHT
The City may engage third party contractors and vendors to provide software application and database services, commonly known as Software‐as‐a‐Service (SaaS).
In order to assure the privacy and security of the Information of those who do business with the City and those who received services from the City, as a condition of selling goods and/or services to the City, the SaaS services provider and its subcontractors, if any, including any IT infrastructure services provider, shall design, install, provide, and maintain a secure IT environment, while it performs such services and/or furnishes goods to the City, to the extent any scope of work or services implicates the confidentiality and privacy of the Information.
These requirements include information security directives pertaining to: (a) the IT infrastructure, by which the services are provided to the City, including connection to the City's IT systems; (b) the SaaS services provider’s operations and maintenance processes needed to support the IT environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City. The term “IT infrastructure” refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate.
Prior to entering into an agreement to provide services to the City, the City’s staff will require the SaaS services provider to complete and submit an Information Security and Privacy Questionnaire. In the event that the SaaS services provider reasonably determines that it cannot fulfill the information security requirements during the course of providing services, the City will require the SaaS services provider to promptly inform the ISM.
J. FAIR AND ACCURATE CREDIT TRANSACTION ACT OF 2003
CPAU will require utility customers to provide their Information in order for the City to initiate and manage utility services to them.
Federal regulations, implementing the Fair and Accurate Credit Transactions Act of 2003 (Public Law 108‐159), including the Red Flag Rules, require that CPAU, as a “covered financial institution or creditor” which provides services in advance of payment and which can affect consumer credit, develop and implement procedures for an identity theft program for new and existing accounts to detect, prevent, respond and mitigate potential identity theft of its customers’ Information.
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CPAU procedures for potential identity theft will be reviewed independently by the ISM annually or whenever significant changes to security implementation have occurred. The ISM will recommend changes to CPAU identity theft procedures, or as appropriate, so as to conform to this Policy.
There are California laws which are applicable to identity theft; they are set forth in California Civil Code § 1798.92.
NOTE: Questions regarding this policy should be referred to the Information Technology Department, as appropriate.
Recommended: __________________________________ ________________ Director Information Technology/CIO Date
Approved: ___________________________________ _________________ City Manager Date
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ATTACHMENT H
CYBERSECURITY TERMS AND CONDITIONS
In order to assure the privacy and security of the personal information of the City 's customers and people who do business with the City, including, without limitation, vendors, utility customers, library patrons, and other individuals and companies, who are required to share such information with the City, as a condition of receiving services from the City or selling goods and services to the City, including, without limitation, the Software as a Service services provider (the "Consultant") and its subcontractors, if any, including, without limitation, any Information Technology ("IT") infrastructure services provider, shall design, install, provide, and maintain a secure IT environment, described below, while it renders and performs the Services and furnishes goods, if any, described in the Statement of Work, Exhibit B, to the extent any scope of work implicates the confidentiality and privacy of the personal information of the City's customers. The Consultant shall fulfill the data and information security requirements (the "Requirements") set forth in Part A below.
A "secure IT environment" includes (a) the IT infrastructure, by which the Services are provided to the City, including connection to the City's IT systems; (b) the Consultant 's operations and maintenance processes needed to support the environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City . "IT infrastructure" refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate.
In the event that, after the Effective Date, the Consultant reasonably determines that it cannot fulfill the Requirements, the Consultant shall promptly inform the City of its determination and submit, in writing, one or more alternate countermeasure options to the Requirements (the "Alternate Requirements" as set forth in Part B), which may be accepted or rejected in the reasonable satisfaction of the Information Security Manager (the "ISM").
Part A. Requirements:
The C
onsultant shall at all times during the term of any contract between the City and the Consultant:
(
a) Appoint or designate an employee, preferably an executive officer, as the security liaison to the City with respect to the Services to be performed under this Agreement. (b) Comply with the City's Information Privacy Policy:
(c) H ave adopted and implemented information security and privacy policies that are documented, are accessible to the City , and conform to ISO 27001/2 – Information Security Management Systems (ISMS) Standards. See the following:
http://www.iso.org/iso/home/store/catalogue_tc/catalogue_detail.htm?csnumber=42103 http://www.iso.org/iso/iso_catalogue/catalogue_tc/catalogue_detail.htm?csnumber=50297 (d) Conduct routine data and information security compliance training of its personnel that is appropriate to their role.
(e) Develop and maintain detailed documentation of the IT infrastructure, including softwar e v
ersions and patch levels.
(f) Develop an independently verifiable process, consistent with industry standards, for performing professional and criminal background checks of its employees that (1) would permit verification of employees' personal identity and employment status, and (2) would enable the immediate denial of access to the City's confidential data and information by any of its employees who no Docusign Envelope ID: 540DFEFB-C8BA-4F56-A850-F1BE0BE67C90 City of Palo Alto
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longer would require access to that information or who are terminated. (g) Provide a list of IT infrastructure components in order to verify whether the Consultant has met or has failed to meet any objective terms and conditions. (h) Implement access accountability (identification and authentication) architecture and support role-based access control ( "RBAC") and segregation of d uties ( "SoD") mechanisms for all personnel, systems, and Software used to provide the Services. "RBAC" refers to a computer systems security approach to restricting access only to authorized users. "SoD" is an approach that would require more than one individual to complete a security task in order to promote the detection and prevention of fraud and errors.
(i) Assist the City in undertaking annually an assessment to assure that: (1) all elements of the Services' environment design and deployment are known to the City, and (2) it has implemented measures in accordance with industry best practices applicable to secure coding and secure IT architecture.
(j) Provide and maintain secure intersystem communication paths that would ensure the confidentiality, integrity, and availability of the City's information. (k) Deploy and maintain IT system upgrades, patches and configurations conforming to current patch and/or release levels by not later than one (1) week after its date of release. Emergency security patches must be installed within 24 hours after its date of release. (l) Provide for the timely detection of, response to, and the reporting of security incidents, including on-going incident monitoring with logging.
(m) Notify the City within one (1) hour of detecting a security incident that results in the unauthorized access to or the misuse of the City's confidential data and information. (n) Inform the City that any third party service provider(s) meet(s) all of the Requirements. (o) Perform security self-audits on a regular basis and not less frequently than on a quarterly basis, and provide the required summary reports of those self -audits to the ISM on the annual anniversary date or any other date agreed to by the Parties. (p) Accommodate, as practicable, and upon reasonable prior notice by the City, the City 's performance of random site security audits at the Consultant's site(s), including the site(s) of a third-party service provider(s), as applicable. The scope of these audits will extend to the Consultant's and its third-party service provider(s)' awareness of security policies and practices, systems configurations, access authentication and authorization, and incident detection and response.
(q) Cooperate with the City to ensure that to the extent r equired by applicable laws, rules and regulations, and the Confidential Information will be accessible only by the Consultant and any authorized third-party service provider's personnel.
(r) Perform regular, reliable secured backups of all data needed to maximize the availability of the Services. Adequately encrypt the City of Palo Alto's data, during the operational process, hosted at rest, and the backup stage at the Vendors' environment (including Vendor's contracting organization's environment).
(s) Maintain records relating to the Services for a period of three (3) years after the expiration or earlier termination of this Agreement and in a mutually agreeable storage medium. Within thirty (30) days after the effective date of expiration or earlier termination of this Agreement, all of those records relating to the performance of the Services shall be provided to the ISM. (t) Maintain the Confidential Information in accordance with applicable federal, state, and local data and information privacy laws, rules, and regulations.
(u) Encrypt the Confidential Information before delivering the same by electronic mail to the City and or any authorized recipient.
(v) Provide Network Layer IP filtering services to allow access only from the City of Palo Alto's IP address to the Vendor environment (primarily hosted for the City of Palo Alto). (w) Offer a robust disaster recovery and business continuity (DR-BCP) solutions to the City for the systems and services the Vendor provides to the City.
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(x) Provide and support Single Sign- on (SSO) and Multifactor Authentication (MFA) solutions for authentication and authorization services from the "City's environment to the Vendor's environment," and Vendor's environment to the Vendor's cloud services/hosted environment ." The Vendor shall allow two employees of the City to have superuser and super -admin access to the Vendor's IT environment, and a cloud-hosted IT environment belongs to the City. (y) Unless otherwise addressed in the Agreement, shall not hold the City liable for any direct, indirect or punitive damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the City's IT environment, including, without limitation, IT infrastructure communications.
(z) The Vendor must provide evidence of valid cyber liability insurance policy per the City’s
EXHIBIT “D” INSURANCE REQUIREMENTS.
Part B. Alternate Requirements:
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