Item 16 2023-00592 Contracts - Approval of Professional Services Agreements for Workers Compensation Cost

City of Sacramento
City Council - 5PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2023-00592 6/27/2023 Consent Item 16.

Contracts: Approval of Professional Services Agreements for Workers Compensation Cost Containment Services (Two-Thirds Vote Required)
File ID: 2023-00592
Location: Citywide
Recommendation: 1) Pass a Motion by two-thirds vote: waiving the requirement for 10-day posting of agreements over $1 million, pursuant to City Code section 4.04.020(c) and Council Rules of Procedure Chapter 7, Section E.2.d.; and 2) Pass a Motion authorizing the City Manager, or City Manager’s designee, to execute professional services agreements for Workers Compensation Cost Containment Services with 1) Allied Managed Care for a cost not to exceed $1.4 million for a term of three years and with 2) Genex Services, LLC (f/k/a Excel Managed Care) for a cost not to exceed $625,000 for a term of three years.

Contact: Natalie Dempsey, 916-808-7260, [email protected], Human Resources Presenter: None
Attachments:
1-Description/Analysis
2-PSA-Allied Managed Care
3-PSA-Genex Services, LLC
Additional Description/Analysis
Issue Detail: The City’s current three-year contract for Workers’ Compensation Cost Containment Services including: Nurse Case Management Utilization Review, Peer Review, Medical Bill Review, and Pharmaceutical Benefit Management Services is expiring June 30, 2023. On March 17, 2023, the City issued the Request for Proposals (RFP) P34081371008 for Nurse Case, Management, Utilization Review Peer Review, Medical Bill Review and Pharmaceutical Benefit Management Services to identify a qualified firm or firms to provide quality cost containment services.

Twelve proposals were received through this RFP. Each proposal was reviewed by a four-person review panel, which included City staff with knowledge and understanding of the needs related to the City’s Workers Compensation Program. Proposal ratings were based on the evaluation criteria listed in the RFP:

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File ID: 2023-00592 6/27/2023 Consent Item 16.

Cost of services 25
Prior experience 30
Technical compliance with the RFP Specifications 15
Quality, ability, capacity and skill of the proposer to perform the duties specified in the RFP
15 The character, integrity, reputation, judgement, experience and efficiency of the proposer
10 Local Business Enterprise (LBE) 5
Allied Managed Care received the highest rating, and the submitted proposal demonstrated a solid understanding of the City’s needs for cost containment services for Workers Compensation claims.

As an incumbent, Allied Managed Care has demonstrated superior customer service, innovative solutions to improve medical outcomes for the City’s injured employees, expeditious turnaround on medical treatment and bill review and state-of-the-art technology to improve efficiencies. Staff is recommending approval of a Professional Services Agreement with Allied Managed Care.

Genex Services, LLC received the second highest rating for their Nurse Case Management proposal, which showcased a strong comprehension of the City's requirements regarding Nurse Case Management services for Workers’ Compensation claims. Moreover, the pricing for their Nurse Case Management services was lower compared to other responses submitted in the RFP. As an incumbent, Genex Services, LLC has demonstrated superior customer service, proactive Nurse Case Management services ensuring several catastrophic and high-cost Workers’ Compensation claims received the appropriate medical treatment in a timely manner.

Staff recommends approval of Professional Services Agreements with Allied Managed Care and with Genex Services, LLC to provide enhanced and expanded provision of these services.

Policy Considerations: City Council approval is required to execute agreements for services if the amount to be expended under each such agreement is $250,000 or more. This recommendation is consistent with City Code section 3.56 and in accordance with Procurement Policy Number AP-4101 Section 1.1(b).

The Sacramento City Code Section 4.04.020 and Council Rules of Procedure (Chapter 7, Section E.2.d) mandate that unless waived by a 2/3 vote of the City Council, all labor agreements, and all agreements greater than $1 million shall be made available to the public at least ten (10) days prior to council action.

Economic Impacts: None.

Environmental Considerations:

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File ID: 2023-00592 6/27/2023 Consent Item 16.

California Environmental Quality Act (CEQA): This report concerns administrative activities and government fiscal activities that do not constitute a “project” as defined by CEQA Guidelines sections 15378(b)(2) and 15378(b)(4) and are not subject to the provisions of CEQA. (CEQA Guidelines, section 15060(c)(3).)
Sustainability: Not applicable.

Commission/Committee Action: Not applicable.

Rationale for Recommendation: In accordance with City and State policies, as well as legal requirements, the Workers' Compensation Unit of the City of Sacramento is obligated to offer cost containment services for its self-insured, self-administered Workers' Compensation program. These services include Nurse Case Management (NCM) which aims to guarantee treatment for catastrophic or high-exposure claims is carefully managed, thereby ensuring that employees receive timely and appropriate care. Utilization review and Peer Review is the process used by claims administrators to review treatment to determine if it is medically necessary. All workers' compensation claims administrators are required by law to have a UR program. This program is used to determine the appropriateness of requested medical treatment based on the medical treatment guidelines set by the state. Medical Bill Review helps control the total cost of loss in workers’ compensation claims by checking medical and hospital bills against state-specific fee schedules and fair and reasonable rates. Finally, Pharmaceutical Benefit Management is a third-party administrator for prescription drug programs that is responsible for processing and paying prescription drug claims.

By implementing these measures, the overall cost of claims can be reduced. Further, these measures are implemented with the aim of guaranteeing that treatment for catastrophic or high- exposure claims is carefully managed, thereby ensuring that employees receive timely and appropriate care. To continue providing these crucial services beyond the June 30, 2023, expiration of the current contracts, new contracts are necessary.

Financial Considerations: The estimated total not-to-exceed amount of $2.025 million for the two contracts, plus any subsequent contracts included through additional sourcing events, will be funded through the Human Resources Department Workers’ Compensation Fund. Funding for future fiscal years beyond FY2023/24 and any supplemental contracts is subject to Council approval.

Local Business Enterprise (LBE): LBE Preference was included in the sourcing event.

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Form Approved by City Attorney 9-1-2020 Page 1
CONTRACT #:

CONTRACT NAME: Nurse Case Management Utilization Review, Peer Review, Medical Bill Review, and Pharmaceutical Benefit Management Services
CONTRACT PROJECT #:

DEPARTMENT: Human Resources
DIVISION: Workers’ Compensation

CITY OF SACRAMENTO
PROFESSIONAL SERVICES AGREEMENT*
THIS CONTRACT is made at Sacramento, California, by and between the CITY OF SACRAMENTO, a charter city and municipal corporation (“CITY”), and
Allied Managed Care
10445 Old Placerville Road, Sacramento, CA 95827
(916) 563 - 1911
(“Contractor”), as of the Effective Date, as defined below.

The City and Contractor agree as follows:

1. Effective Date. This Contract shall be effective beginning the date it is fully executed by the duly authorized parties.

2. Contract Documents. All exhibits and documents attached or referred to in this Contract are incorporated as if set forth herein, Including Exhibit A (titled “Scope of Services”) and Exhibit B (titled “Payment”).

If there is a conflict between the terms and conditions of any document prepared or provided by the Contractor and made a part of this Contract and the other terms or conditions of the Contract, the other terms and conditions of the Contract control.

3. Services. Subject to the terms and conditions set forth in this Contract, Contractor shall provide to CITY the services described in Exhibit A (“Services”).

Contractor will not be compensated for services outside the scope of Exhibit A (“Additional Services”) unless, before providing Additional Services: (a) Contractor notifies CITY and CITY agrees that the Additional Services are outside the scope of Exhibit A; (b) Contractor estimates the additional compensation required for these Additional Services; and (c) CITY, after notice, approves in writing a Supplemental Contract specifying the Additional Services and the amount of additional compensation to be paid Contractor.
* This form is to be used for all professional services, except services performed by architects, landscape- architects, professional engineers, or professional land surveyors, or services related to a construction project.

Form Approvedby CityAttorney 9-1-2020Page 2
CITY will have no obligations whatsoever under this Contract or any Supplemental Contract, unless and until this Contract or any Supplemental Contract is approved by the City as required by the Sacramento City Code. As used in this Contract, the term “Services” includes both Services and Additional Services as applicable.4.Payment.CITY shall pay Contractor at the times and in the manner set forth in Exhibit B.Contractor shall submit all invoices to CITY in the manner specified in Exhibit B.5.Facilities and Equipment.Except as set forth below, Contractor shall, at its sole cost and expense,furnish all facilities and equipment required for Contractor to perform this Contract. CITY shallfurnish to Contractor only the facilities and equipment listed below, if any.6.Insurance. Contractor shall, at its sole cost and expense, maintain the insurance coveragedescribed in the attached Exhibit C.7.General Conditions. Contractor shall comply with the terms and conditions set forth in theattached Exhibit D.8.Additional Requirements for Surveying, Material Testing, and Inspection Services. If thisContract includes any land surveying, material testing, or inspection services provided for aCity construction project, during the design, pre-construction, construction, or post- construction phases of the project, the Contractor and any subcontractor or subconsultantperforming any such services shall comply with the provisions specified in Exhibit E.9.Non-Discrimination in Employee Benefits. This Contract may be subject to Sacramento CityCode chapter 3.54, Non- Discrimination in Employee Benefits by City Contractors. A summaryof the requirements, entitled "Requirements of the Non-Discrimination in Employee BenefitsCode (Equal Benefits Ordinance),” can be viewed at:https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.Contractor acknowledges and represents that Contractor has read and understands therequirements and shall fully comply with all applicable requirements of Sacramento City Codechapter 3.54. If requested by City, Contractor shall promptly provide any documents andinformation required by City to verify Contractor's compliance.Contractor's violation of Sacramento City Code chapter 3.54 constitutes a material breach ofthis Contract, for which the City may terminate the Contract and pursue all available legal andequitable remedies.10.Considering Criminal Conviction Information in the Employment Application Process. ThisContract may be subject to the requirements of Sacramento City Code chapter 3.62, Proceduresfor Considering Criminal Conviction Information in the Employment Application Process. Asummary of the requirements, entitled “Ban-The-Box Requirements,” can be viewed at:

Form Approved by City Attorney 9-1-2020 Page 3
https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.

The Ban-The-Box Requirements are applicable to certain contracts with the City in an amount of $250,000 or more (either initial value or total value after amendment) or if the total value of all Contractor's contracts with the City is $250,000 or more over a 12-month period.

Contractor acknowledges and represents that Contractor has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.62. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.62 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.62.

Contractor's violation of Sacramento City Code chapter 3.62 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies.

11. Local Business Enterprise Program . The Local Business Enterprise Program Participation Requirements ("LBE Participation Requirements") may be applicable to this Contract. A summary of the requirements, entitled "LBE Participation Requirements," can be viewed at:
https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.

Contractor acknowledges and represents that Contractor has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.60. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.60 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.60.

Contractor's violation of Sacramento City Code chapter 3.60 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies.

12. Authority. The person signing this Contract for Contractor represents and warrants that he or she has read, understands, and agrees to all the Contract terms and is fully authorized to sign this Contract on behalf of the Contractor and to bind the Contractor to the performance of the Contract’s obligations.
[Signatures Page Following Exhibits]
Form Approvedby CityAttorney 9-1-2020Exhibit A -Page1
EXHIBIT A SCOPE OF SERVICES1. Representatives.The CITY Representative for this Agreement is:Natalie Dempsey/Workers’ Compensation Manager City Hall 4th floor, 915 I Street, Sacramento, CA 95614 (916)-808-7260 / [email protected] CONTRACTOR Representative for this Agreement is: Dominic Russo/ CEO 10445 Old Placerville Road, Sacramento, CA 95827(916) 563-1900 / [email protected] otherwise provided in this Contract, all Contractor questions and correspondence pertaining to this Contract must be addressed to the City Representative. All City questions and correspondence must be addressed to the Contractor Representative.2. Scope of Services. Contractor shall provide Services to City as set forth in Attachment 1 to thisExhibit A.3. Time of Performance.The Services described in this Contract shall be provided for three years).The City may extend this Contract for up to two additional one-year terms, for a maximum five-year term. Contractor shall provide the Services in accordance with any schedule in Attachment1 to this Exhibit A.4. Conflict of Interest Requirements.The individual(s) who will provide Services pursuant to thisContract are “Consultants” within the meaning of the Political Reform Act and the City’sConflict of Interest Code. yes _X_ no[check one]Contractor shall cause the following to occur within 30 days after execution of this Contract:(A) Identify the individuals who will provide Services or perform Work under this Contractas "Consultants"; and(B) Cause these individuals to file with the City Representative the "assuming office"statements of economic interests required by the City's Conflict of Interest Code.Thereafter, throughout the term of the Contract, Contractor shall cause these individuals to file with the City Representative annual statements of economic interests and "leaving office" statements of economic interests, as required by the City's Conflict of Interest Code. The City may withhold all or a portion of any payment due under this Contract or impose fines on the individuals until all required statements are filed.

Form Approvedby CityAttorney 9-1-2020Exhibit B-Page1
EXHIBIT B PAYMENT1. CONTRACTOR’s Compensation.The total of all fees paid to the Contractor for the provision ofServices as set forth in Exhibit A, including any authorized reimbursable expenses, shall notexceed the total sum of $1,400,000.00. The payments specified in this Exhibit B shall be theonly payments made to Contractor unless the City approves a Supplemental Contract.2. Billable Rates. Contractor shall be paid for the performance of Services on an hourly rate, dailyrate, flat fee, lump sum, or other basis, as set forth in Exhibit A or Attachment 1 to this Exhibit Band any applicable special provisions included in the request for bids or proposals. If there is aconflict between Exhibit A or Exhibit B and the Special Provisions, Exhibit A or Exhibit B controls.3. CONTRACTOR’s Reimbursable Expenses. “Reimbursable Expenses” are limited to actualexpenditures of Contractor for expenses that are necessary for the proper satisfaction of theContract and are only payable if specifically authorized in advance in writing by the City. Nocharges or markup will be allowed unless specified in the Contract, including charges for traveland transportation.4. Payments to CONTRACTOR. Contractor is responsible for supplying all documentationnecessary to verify invoices to the City’s satisfaction.A. Payments to Contractor shall be made within a reasonable time after receipt ofContractor’s invoice, in proportion to services performed or as otherwise specified inAttachment 1 to Exhibit B. Contractor may request payment on a monthly basis.Contractor shall be responsible for the cost of supplying all documentation necessary toverify the monthly billings to the satisfaction of CITY.B. Invoices must be submitted to either of the addresses specified below.(1) Email. Submit email invoices and any attachments to:[email protected](2) Postal Mail. If emailing is not an option, mail to:A/P Processing CenterCity of Sacramento915 I Street, Floor 4Sacramento, CA 95814-2608C. All invoices submitted by Contractor must contain the following information:(1) Job/Project Name(2) CITY’s current Purchase Order Number(3) Contractor’s Invoice Number(4) Date of Invoice Issuance(5) Work Order Number (if applicable)(6) CITY representative identified on the Purchase Order Form Approvedby CityAttorney 9-1-2020Exhibit B-Page2
(7) Contractor’s remit address(8) Description of services billed under Invoice(9) Amount of Invoice (itemize all authorized Reimbursable Expenses)(10) Total Billed to Date under Contract (if applicable)D. Items must be separated into Services and Reimbursable Expenses. Invoices that do notconform to the format outlined above will be returned to Contractor for correction. CITYis not responsible for delays in payment to Contractor resulting from Contractor’s failureto comply with the invoice format described above.5. Additional Services. Additional Services shall be provided only when a Supplemental Contractauthorizing the Additional Services is approved in writing by the City in accordance with the City’scontract amendment procedures. The City reserves the right to perform any Additional Serviceswith its own staff or to retain other contractors to perform the Additional Services.6. Accounting Records of CONTRACTOR.During performance of this Contract and for a period ofthree years after completion of performance, Contractor shall maintain all accounting andfinancial records related to this Contract, in accordance with generally accepted accountingpractices, including records of Contractor’s costs for performance under this Contract andrecords of Contractor’s Reimbursable Expenses. Contractor shall keep and make records availablefor inspection and audit by representatives of the CITY upon reasonable written notice.7. Tax Payments.Contractor shall pay, when and as due, any and all taxes incurred as a result ofContractor’s compensation hereunder, including estimated taxes, and shall provide CITY withproof of the payment upon request. Contractor hereby agrees to indemnify CITY for any claims,losses, costs, fees, liabilities, damages or injuries suffered by CITY arising out of Contractor’sbreach of this section.

Form Approved by City Attorney 9-1-2020 Exhibit C - Page 1

EXHIBIT C

INSURANCE

1. Insurance Requirements . During the entire term of this Contract, Contractor shall maintain the insurance coverage described in the Insurance Terms below. Full compensation for all premiums that Contractor is required to pay for the insurance coverage described herein shall be included in the compensation specified under this Contract. No additional compensation will be provided for Contractor's insurance premiums. Any available insurance proceeds in excess of the specified minimum limits and coverages shall be available to the City.

Contractor's liability to the City is not in any way limited to or affected by the amount of insurance coverage required or carried by the Contractor in connection with this Contract.

2. General Liability Minimum Scope and Limits of Insurance Coverage. Commercial General Liability Insurance is required providing coverage at least as broad as ISO CGL Form 00 01 on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal injury, arising out of activities performed by or on behalf of the Contractor and subcontractors, products and completed operations of Contractor and subcontractors, and premises owned, leased, or used by Contractor and subcontractors, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide contractual liability and products and completed operations coverage for the term of the policy.

The City, its officials, employees and volunteers shall be covered by policy terms or endorsement as additional insureds as respects general liability arising out of: activities performed by or on behalf of Contractor and subcontractors; products and completed operations of Contractor and subcontractors; and premises owned, leased, or used by Contractor and subcontractors.

3. Automobile Liability Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.)
_X_ Automobile Liability Insurance is required providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non-owned and/or hired autos as appropriate to the operations of the Contractor.

The City, its officials, employees and volunteers shall be covered by policy terms or endorsement as additional insureds as respects auto liability.

No automobile liability insurance is required, and by signing this Contract, Contractor certifies as follows:
“Contractor certifies that a motor vehicle will not be used in the performance of any work or services under this agreement. If, however, Contractor does transport items under this Contract, or this Contract is amended to require any employees of Contractor to use a Form Approvedby CityAttorney 9-1-2020Exhibit C-Page2
vehicle to perform services under the Contract, Contractor understands that it must maintain and provide evidence of Automobile Liability Insurance providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non- owned and/or hired autos as appropriate to the operations of the Contractor.”4. Excess Insurance. The minimum limits of insurance required above may be satisfied by a combination of primary and umbrella or excess insurance coverage, provided that any umbrella or excess insurance contains, or is endorsed to contain, a provision that it will apply on a primary basis for the benefit of the City, and any insurance or self-insurance maintained by City, its officials, employees, or volunteers will be in excess of Contractor's umbrella or excess coverage and will not contribute to it. 5. Workers’ Compensation Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.) _X_ Workers’ Compensation Insurance is required with statutory limits and Employers' Liability Insurance with limits of not less than one million dollars ($1,000,000). The Workers' Compensation policy shall include a waiver of subrogation in favor of the City. No work or services will be performed on or at CITY facilities or CITY Property, therefore a Workers’ Compensation waiver of subrogation in favor of the CITY is not required. No Workers’ Compensation insurance is required, and by signing this Contract, Contractor certifies as follows: “Contractor certifies that its business has no employees, and that it does not employ anyone, and is therefore exempt from the legal requirements to provide Workers' Compensation insurance. If, however, Contractor hires any employee during the term of this Contract, Contractor understands that Workers’ Compensation with statutory limits and Employer’s Liability Insurance with a limit of not less than one million dollars ($1,000,000) is required. The Workers’ Compensation policy will include a waiver of subrogation in favor of the City.”6. Professional Liability Minimum Scope and Limits of Insurance Coverage. Professional Liability Insurance providing coverage on a claims-made basis for errors and omissions, or malpractice with limits of not less than one million dollars ($1,000,000): Is _X Is not [check one] required for this Agreement. If required, such coverage must be continued for at least 3 year(s) following the completion of all Services under this Contract. The retroactive date must be prior to the date this Contract is approved or any Services are performed.

Form Approvedby CityAttorney 9-1-2020Exhibit C-Page3

7. Other Insurance Provisions.The policies must contain, or be endorsed to contain, the following provisions: A. Contractor's insurance coverage, including excess insurance, shall be primary insurance as respects the City, its officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officials, employees or volunteers will be in excess of Contractor's insurance and will not contribute with it.B. Any failure to comply with reporting provisions of the policies will not affect coverage provided to the City, its officials, employees or volunteers.C. Coverage shall state that Contractor's insurance applies separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. D. Contractor shall provide the City with 30 days written notice of cancellation or material change in the policy language or terms. 8. Acceptability of Insurance. Insurance must be placed with insurers with a Bests' rating of not less than A:VI. Self-insured retentions, policy terms or other variations that do not comply with the requirements of this Exhibit C must be declared to and approved by the City in writing before execution of this Contract.9. Verification of Coverage. A. Contractor shall furnish City with certificates and required endorsements evidencing the insurance required. Certificates of insurance must be signed by an authorized representative of the insurance carrier. Copies of policies shall be delivered to the City Representative on demand. B. Contractor shall send all insurance certificates and endorsements, including policy renewals, during the term of this Contract directly to: City of Sacramento c/o Exigis LLCPO Box 947Murrieta, CA 92564C. Certificate Holder must be listed as: City of Sacramento c/o Exigis LLC PO Box 947 Murrieta, CA 92564 D. The City may withdraw its offer of Contract or cancel this Contract if the certificates of insurance and endorsements required have not been provided before execution of this Contract. The City may withhold payments to Contractor and/or cancel the Contract if the insurance is canceled or Contractor otherwise ceases to be insured as required herein.

Form Approved by City Attorney 9-1-2020 Exhibit C - Page 4

10. Subcontractor Insurance Coverage . Contractor shall require and verify that all subcontractors maintain insurance coverage that meets the minimum scope and limits of insurance coverage specified in this Exhibit C.

Form Approvedby CityAttorney 9-1-2020ExhibitD - Page 1
EXHIBIT D GENERAL CONDITIONS1. Independent Contractor. A. It is understood and agreed that Contractor (including Contractor’s employees) is an independent contractor and that no relationship of employer-employee exists between the parties hereto for any purpose whatsoever. Neither Contractor nor Contractor’s assigned personnel will be entitled to any benefits payable to CITY employees. CITY is not required to make any deductions or withholdings from the compensation payable to Contractor under the provisions of this Contract, and Contractor will be issued a Form 1099 for its services hereunder. As an independent contractor, Contractor hereby agrees to indemnify and hold CITY harmless from any and all claims that may be made against CITY based upon any contention by any of Contractor’s employees or by any third party, including any state or federal agency, that an employer-employee relationship or a substitute therefor exists for any purpose whatsoever by reason of this Contract or by reason of the nature and/or performance under this Contract. B. It is further understood and agreed by the parties that Contractor, in the performance of its obligations, is subject to the City’s control and direction as to the designation of tasks to be performed and the results to be accomplished under this Contract, but not as to the means, methods, or sequence used by Contractor for accomplishing the results. To the extent that Contractor obtains permission to, and does, use CITY facilities, space, equipment or support services in the performance of this Contract, this use will be at the Contractor’s sole discretion based on the Contractor’s determination that the use will promote Contractor’s efficiency and effectiveness. Except as may be specifically provided elsewhere in this Contract, the CITY does not require that Contractor use CITY facilities, equipment or support services or work in CITY locations in the performance of this Contract. As used in this Contract, "sole discretion" or "sole judgment" means that the party authorized to exercise its discretion or judgment may do so based on an unfettered assessment of its own interests, without considering how its decision affects the other party, and unconstrained by the implied covenant of good faith and fair dealing. C. If, in the performance of this Contract, any third persons are employed by Contractor, such persons will be entirely and exclusively under the direction, supervision, and control of Contractor. Except as otherwise provided in this Contract, all terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by Contractor. It is further understood and agreed that Contractor will issue W-2 or 1099 Forms for income and employment tax purposes for all Contractor’s assigned personnel and subcontractors. D. The provisions of this section will survive any expiration or termination of this Contract. Nothing in this Contract creates an exclusive relationship between CITY and Contractor. Contractor may represent, perform services for, or be employed by any additional persons or companies so long as Contractor does not violate the provisions of Section 5, below.

Form Approvedby CityAttorney 9-1-2020ExhibitD - Page 2

2. Licenses; Permits, Etc. Contractor represents and warrants that Contractor has, and shallmaintain at all times during the term of this Contract at its sole cost and expense, all licenses,permits, qualifications, and approvals of any nature that are legally required for Contractor topractice its profession or fulfill the terms of this Contract, including a City Business OperationsTax Certificate and any required certification issued by the California Secretary of State.3. Time. Time is of the essence in the performance of this Contract. Contractor shall devote thenecessary time and effort to its performance under this Contract. Neither party will be consideredin default of this Contract, to the extent that party’s performance is prevented or delayed by anycause, present or future, that is beyond the reasonable control of that party.4. CONTRACTOR Not Agent.Except as CITY may specify in writing, Contractor and Contractor’spersonnel have no authority, express or implied, to act on behalf of CITY in any capacitywhatsoever as an agent. Contractor and Contractor’s personnel shall have no authority, expressor implied, to bind CITY to any obligations whatsoever.5. Conflicts of Interest. Contractor covenants that neither it, nor any officer or principal of its firm,has or will acquire any interest, directly or indirectly, that would conflict in any manner with theCITY’s interests or that would in any way hinder Contractor’s performance under this Contract.Contractor further covenants that in the performance of this Contract, no person having any suchinterest will be employed by it as an officer, employee, agent or subcontractor, without the City’swritten consent.Contractor agrees to avoid conflicts of interest or the appearance of any conflicts of interest withthe City’s interests during the performance of this Contract. If Contractor is or employs a formerofficer or employee of the CITY, Contractor and any former City officer or employee shall complywith the provisions of Sacramento City Code Section 2.16.090 pertaining to appearances beforethe City Council or any CITY department, board, commission, or committee.6. Hazardous Substances. "Hazardous Substances" means any substance, material, waste, orother pollutant or contaminant that is or becomes designated, classified, or regulated ashazardous or toxic under any law, regulation, rule, order, decree, or other governmentalrequirement now in effect or later enacted. If Contractor is shipping Hazardous Substances,Contractor must supply a Safety Data Sheet ("SDS") with the first shipment of HazardousSubstances to each City location receiving the Hazardous Substances. If the content of an SDSis revised, Contractor must provide a revised SDS to each City location receiving HazardousSubstances.7. Confidentiality of CITY Information.During performance of this Contract, Contractor may gainaccess to and use CITY information regarding inventions, machinery, products, prices, apparatus,costs, discounts, future plans, business affairs, governmental affairs, processes, trade secrets,technical matters, systems, facilities, customer lists, product design, copyright, data, and othervital information (hereafter collectively referred to as “City Information”) that are valuable,special and unique assets of the CITY.Contractor agrees to protect all City Information and treat it as strictly confidential, and furtheragrees that Contractor shall not at any time, either directly or indirectly, divulge, disclose or Form Approvedby CityAttorney 9-1-2020ExhibitD - Page 3
communicate in any manner any City Information to any third party without the City’s prior written consent. In addition, Contractor must comply with all CITY policies governing the use of the CITY network and technology systems, as set forth in applicable provisions of the City of Sacramento Administrative Policy Instructions # 30. A violation by Contractor of this section is a material violation of this Contract and shall justify legal and equitable relief.8. CONTRACTOR Information.A. CITY shall have full ownership and control, including ownership of any copyrights, of all information prepared, produced, or provided by Contractor under this Contract. In this Contract, the term “information” means and includes: any and all work product, submittals, reports, plans, specifications, and other deliverables consisting of documents, writings, handwritings, typewriting, printing, photostatting, photographing, computer models, and any other computerized data and every other means of recording any form of information, communications, or representation, including letters, works, pictures, drawings, sounds, or symbols, or any combination thereof. CONTRACTOR shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose by CITY. B. Contractor shall fully defend, indemnify and hold harmless CITY, its officers and employees, and each of them, from and against any and all claims, actions, lawsuits or other proceedings alleging that all or any part of the information prepared, produced, or provided by Contractor under this Contract infringes upon any third party’s trademark, trade name, copyright, patent or other intellectual property rights. CITY shall make reasonable efforts to notify Contractor not later than ten days after CITY is served with any such claim, action, lawsuit or other proceeding. However, City’s failure to provide notice within the ten-day period does not relieve Contractor of its obligations hereunder, which survive any termination or expiration of this Contract. C. All proprietary and other information received from Contractor by CITY, whether received in connection with Contractor’s proposal to CITY or in connection with Contractor’s performance, will be disclosed upon receipt of a request for disclosure, in accordance with the California Public Records Act; provided, however, that, if any information is set apart and clearly marked “trade secret” when it is provided to CITY, CITY shall give notice to Contractor of any request for the disclosure of such information. The Contractor will then have five days from the date it receives notice to petition the court for a protective order to prevent the disclosure of the information. The Contractor shall have sole responsibility for defense of the actual “trade secret” designation of such information. D. The parties understand and agree that any failure by Contractor to respond to the notice provided by CITY and seek a protective order, in accordance with the provisions of subsection C, above, constitutes a complete waiver by Contractor of any rights regarding the information designated “trade secret” by Contractor, and the information will be disclosed by CITY in accordance with the Public Records Act.

Form Approvedby CityAttorney 9-1-2020ExhibitD - Page 4

9. Notification of Material Changes in Business. Contractor agrees that if it experiences any material changes in its business, including a reorganization, refinancing, restructuring, leveraged buyout, bankruptcy, name change, or loss of key personnel, it will immediately notify the City of the changes. Contractor also agrees to immediately notify the City of any condition that may jeopardize the scheduled delivery or fulfillment of Contractor's obligations to the City under this Contract.10. Standard of Performance.Contractor shall perform in the manner and according to the standards currently observed by a competent practitioner of Contractor’s profession in California and in compliance with all requirements of this Contract. All products that Contractor delivers to CITY under this Contract must be prepared in a professional manner and conform to the standards of quality normally observed by a person currently practicing in Contractor’s profession.Contractor shall assign only competent personnel to perform on its behalf under this Contract. Contractor must notify the CITY in writing of any changes in Contractor’s staff assigned to perform under this Contract, before any performance by the new staff member. If the CITY, in its sole discretion, determines that any person assigned by the Contractor to perform under this Contract is not performing in accordance with the standards required herein, City shall provide notice to Contractor. Contractor shall immediately remove the assigned person upon receipt of the notice. 11. Performance or Different Terms and Conditions. The City's subsequent performance will not be construed as either acceptance of additional or different terms and conditions or a counteroffer by the Contractor, nor will the City's subsequent performance be viewed as acceptance of any provision of the Uniform Commercial Code, as adopted by any State, that is contrary to the terms and conditions contained herein. Contractor's performance shall conform to the applicable requirements of the Sacramento City Charter, Sacramento City Code, and all applicable State and Federal laws, and all the requirements of this Contract. The California Commercial Code will apply except as otherwise provided in the Contract. 12. Emergency/Declared Disaster Requirements. If an emergency is declared by the City Manager, or if any portion of the City is declared a disaster area by the county, state or federal government, this Contract may be subjected to increased usage. The Contractor shall serve the City during a declared emergency or disaster, subject to the same terms and conditions that apply during non-emergency / non-disaster conditions. The pricing set forth in this Contract will apply, without mark-up, regardless of the circumstances. If the Contractor is unable to fulfill the terms of the Contract because of a disruption in its chain of supply or service, then the Contractor shall provide proof of the disruption. Acceptable forms of proof will include a letter or notice from the Contractor's source stating the reason for the disruption13. Term; Suspension; Termination. A. This Contract is effective on the Effective Date and continues in effect until both parties have fully performed their respective obligations under this Contract, unless sooner terminated as provided herein. B. CITY shall have the right at any time to suspend Contractor’s performance hereunder, in whole or in part, by giving a written notice of suspension to Contractor. Upon receipt of Form Approvedby CityAttorney 9-1-2020ExhibitD - Page 5
such notice, Contractor shall immediately suspend its activities under this Contract, asspecified in the notice. C. The CITY shall have the right to terminate this Contract at any time by giving a written notice of termination to Contractor. Upon receipt of such notice, Contractor shall immediately cease performance under this Contract as specified in the notice. If the CITY terminates this Contract:(1) Contractor shall, not later than five days after receipt of the notice, deliver all information prepared under this Contract to the City.(2) The CITY shall pay Contractor the reasonable value of Goods or Services provided by Contractor before termination; provided, however, CITY shall not in any manner be liable for lost profits that might have been made by Contractor had the Contract not been terminated or had Contractor completed performance required by this Contract. Contractor shall furnish to the CITY any financial information requested by the City to determine the reasonable value of the Goods or Services provided by Contractor. The foregoing is cumulative and does not affect any right or remedy that CITY may have in law or equity. 14. Default by Contractor. In case of default by the Contractor, the City reserves the right to procure the Goods or Services from other sources and deduct from any monies due, or that may thereafter become due to the Contractor, the difference between the price named in this Contract and the actual cost to the City to procure from an alternate source. Prices paid by the City will be considered the prevailing market price at the time such purchase is made. 15. Indemnity. A. Indemnity: Contractor shall defend, hold harmless, and indemnify City, its officers, and employees, and each and every one of them, from and against all actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, and expenses of every type and description, whether arising on or off the site of the work or services performed under this Contract, including any fees and costs reasonably incurred by City’s staff attorneys or outside attorneys and any fees and expenses incurred in enforcing this provision (hereafter collectively referred to as “Liabilities”), including Liabilities for personal injury or death, damage to personal, real, or intellectual property, damage to the environment, contractual or other economic damages, or regulatory penalties, arising out of or in any way connected with performance of or failure to perform this Contract by Contractor, any subcontractor (including lower-tier subcontractors) or agent of Contractor, their respective officers and employees, and anyone else for whose acts of omissions any of them may be liable, whether or not the Liabilities (i) are caused in part by a party indemnified hereunder, or (ii) are litigated, settled, or reduced to judgment; provided that the foregoing indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, damage, or expense, to the extent arising from the active negligence or willful misconduct of, or defects in design furnished by, City, its agents, servants, or independent contractors who are directly responsible to City, except when such agents, Form Approvedby CityAttorney 9-1-2020ExhibitD - Page 6
servants, or independent contractors are under the supervision and control of Contractor or any subcontractor (including lower-tier subcontractors) or agent of Contractor. B. Insurance Policies; Intellectual Property Claims: The existence or acceptance by City of any of the insurance policies or coverages described in this Contract will not affect or limit any of City’s rights under this Section, nor will the limits of any insurance limit the liability of Contractor hereunder. This Section will not apply to any intellectual property claims, actions, lawsuits or other proceedings subject to the provisions of the Contractor Information Section, above.C. Survival. The provisions of this section will survive any expiration or termination of this Contract.16. Funding Availability. A. This Contract is subject to the budget and fiscal provisions of the Charter and the Sacramento City Code.B. The City’s payment obligation under this Contract will not exceed the amount of funds appropriated and approved for this Contract by the Sacramento City Council.C. This Section shall govern over any other contrary provision of the Contract. 17. Equal Employment Opportunity.During the performance of this Contract, Contractor, for itself, its assignees and successors in interest, agrees as follows:A. Compliance With Regulations: Contractor shall comply with all state, local, and federal anti-discrimination laws and regulations, including the Executive Order 11246 entitled “Equal Opportunity in Federal Employment”, as amended by Executive Order 11375, 12086, and 13672, and as supplemented in Department of Labor regulations (41 CFR Chapter 60), referred to collectively as the “Regulations.”B. Nondiscrimination: Contractor, with regards to the work performed by it after award and before completion of the work under this Contract, shall not discriminate on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation in selection and retention of subcontractors, including procurement of materials and leases of equipment. Contractor shall not participate either directly or indirectly in discrimination prohibited by the Regulations. C. Solicitations for Subcontractors, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by Contractor for work to be performed under any subcontract, including all procurement of materials or equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor’s obligation under this Contract and the Regulations relative to nondiscrimination on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation.

Form Approvedby CityAttorney 9-1-2020ExhibitD - Page 7
D. Information and Reports: Contractor shall provide all information and reports required by the Regulations, or by any orders or instructions issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the CITY to be pertinent to ascertain compliance with the Regulations, orders and instructions. Where any information required of Contractor is in the exclusive possession of another who fails or refuses to furnish this information, CONTRACTOR shall so certify to the CITY, and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of noncompliance by Contractor with the nondiscrimination provisions of this Contract, the CITY shall impose any sanctions it determines are appropriate including: (1) Withholding of payments to Contractor under this Contract until Contractor complies; (2) Cancellation, termination, or suspension of this Contract, in whole or in part. F. Incorporation of Provisions: Contractor shall include the provisions of subsections A through E, above, in every subcontract, including procurement of materials and leases of equipment, unless exempted by the Regulations, or by any order or instructions issued pursuant thereto. The City may direct Contractor to take specific actions to enforce these provisions, including sanctions for noncompliance; provided, however, that if Contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, Contractor may request that the CITY join such litigation to protect the City’s interests. 18. Entire Agreement.This Contract, including all Exhibits and documents referenced herein, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had before the execution of this Contract. No alteration to the terms of this Contract shall be valid unless approved in writing by Contractor, and by CITY, in accordance with applicable provisions of the Sacramento City Code.19. Modification of Contract.The Contractor shall take no direction from any City employee that changes the executed terms and conditions of the Contract, including Exhibit A, or any change that impacts the cost, price, or schedule, before receiving a written, signed modification to the Contract.20. Severability.If a court with jurisdiction rules that any portion of this Contract or its application to any person or circumstance is invalid or unenforceable, the remainder of this Contract will not be affected thereby and will remain valid and enforceable as written, to the greatest extent permitted by law. 21. Waiver.Neither the CITY’s acceptance of, or payment for, any Goods or Services, nor any waiver by either party of any default, breach or condition precedent, will be construed as a waiver of any provision of this Contract, nor as a waiver of any other default, breach or condition precedent or any other right hereunder. No waiver will be effective unless it is in writing and signed by the waiving party.

Form Approvedby CityAttorney 9-1-2020ExhibitD - Page 8

22. Governing Law. This Contract shall be governed, construed and enforced in accordance with the laws of the State of California, except that the rule of interpretation in California Civil Code section 1654 will not apply. Venue of any litigation arising out of this Contract will lie exclusively in the state trial court or Federal District Court located in Sacramento County in the State of California, and the parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.23. Assignment Prohibited. The expertise and experience of Contractor are material considerations for this Contract. CITY has a strong interest in the qualifications and capability of the persons and entities that will fulfill the obligations imposed on Contractor under this Agreement. In recognition of this interest, Contractor shall not assign any right or obligation pursuant to this Contract without the written consent of the CITY. Any attempted or purported assignment without CITY’s written consent shall be void and of no effect. 24. Binding Effect. This Contract is binding on the heirs, executors, administrators, successors and assigns of the parties, subject to the provisions of Section 23, above. 25. Compliance with Laws. The Contractor shall be responsible for strict compliance with all applicable laws, regulations, court orders and other legal requirements applicable to the work to be accomplished under the Contract, including the California Occupational Safety and Health Act and all applicable safety orders issued by the Division of Occupational Safety and Health, Department of Industrial Relations, State of California, and all applicable requirements of Underwriters Laboratories and the Federal Communication Commission. 26. Debarment Certification A. Pursuant to 2 CFR, Part 200, and applicable Executive Orders, the City is restricted in its ability to contract with certain parties that are debarred, suspended, or otherwise excluded or ineligible for participating in Federal assistance programs or activities. By signing this Agreement, CONTRACTOR warrants and certifies under penalty of perjury under the laws of the State of California that Contractor, including any owner, partner, director, officer, or principal of the CONTRACTOR, or any person in a position with management responsibility or responsibility for the administration of federal funds: (1) Is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency; (2) Has not within a three-year period preceding this certification been convicted of or had a civil judgment rendered against it for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public transaction or contract (federal, state, or local); violation of federal or state antitrust statutes; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, receiving stolen property, or other criminal felony; (3) Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (b) above; or (4) Has not, within a three-year period preceding this certification, had one or more public contracts (federal, state, or local) or transactions terminated for cause or default.

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(5) Has not been notified, within a three-year period preceding this certification, been notified of any delinquent Federal taxes in an amount that exceeds $3,500 for which the liability remains unsatisfied. Federal taxes are considered delinquent if the tax liability has been finally determined and the taxpayer is delinquent in making payment, as defined in Section 52.209-5 of the Federal Acquisition Regulations.B. CONTRACTOR further warrants and certifies that it shall not knowingly enter into any transaction with any subcontractor, material supplier, or vendor who is debarred, suspended, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency. Any exceptions to the warranties and certifications in this Section must be disclosed to the City. C. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining Contractor’s responsibility. Disclosures must indicate to whom exceptions apply, the initiating agency, and dates of action.D. City will review the Federal Government’s System for Award Management Exclusions maintained by the General Services Administration for eligibility, prior to the execution of this Agreement. The CONTRACTOR shall provide immediate written notice to the City if, at any time prior to execution, the CONTRACTOR learns this certification is erroneous or has become erroneous by reason of changed circumstances. If it is later determined that the Contractor’s warranties and certification in this Section were erroneous, the City may terminate this Agreement for default.

Form Approvedby CityAttorney 9-1-2020ExhibitE- Page 1
EXHIBIT E ADDITIONAL REQUIREMENTS FOR SURVEYING, MATERIAL TESTING, AND INSPECTION SERVICES The Services provided under this Contract include land surveying, material testing, or inspection services provided for a City construction project during the design, pre-construction, construction, or post- construction phases of the project. Therefore, the services include “Public Work” under the California Labor Code and is subject to the following requirements: A. Payment of Prevailing Wages: Contractor and any subcontractor(s) performing any PublicWork shall comply with the provisions of Sacramento City Code Section 3.60.180 andapplicable provisions of the California Labor Code, which require, among other things,that CONTRACTOR and all subcontractors pay not less than the prevailing rate of wages,as determined by the Director of the California Department of Industrial Relations (“DIR”)in accordance with California Labor Code Section 1773. CONTRACTOR and everysubcontractor shall maintain payroll records and submit certified payrolls and other laborcompliance documentation electronically when and as required by CITY. In addition,Labor Code Section 1771.4 requires the CONTRACTOR and any subcontractor performingany Public Work to furnish electronic payroll records directly to the Labor Commissioner.Contractor shall include these requirements in every subcontract.This Agreement is subject to compliance monitoring and enforcement by the DIR, asspecified in California Labor Code Section 1771.4. The Contractor and any subcontractorwill be subject to withholding and penalties for violation of prevailing wage requirementsin accordance with applicable law, including Labor Code Sections 1726, 1741, 1771.5, and1775, and City Code Section 3.60.180. Questions regarding the City’s Labor ComplianceProgram should be directed to the City Representative.B. DIR Registration: California Labor Code Section 1725.5 requires the CONTRACTOR and allsubcontractors performing Public Works services to be currently registered with the DIR,as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1provides that a contractor or subcontractor shall not be qualified to bid on, be listed in abid proposal (subject to the requirements of Section 4104 of the California Public ContractCode), or engage in the performance of any contract for Public Work, unless currentlyregistered and qualified to perform Public Work in accordance with California Labor CodeSection 1725.5.Further information can be found on DIR’s website at http://www.dir.ca.gov/Public-Works/Contractors.html. The above summary is provided solely for informationalpurposes and does not in any way affect the CONTRACTOR’s and subcontractors’obligation to comply in all respects with all other applicable laws and regulations. TheCONTRACTOR shall disseminate these provisions to all subcontractors.Before the performance of work by Contractor or any subcontractor(s) under thisContract, Contractor shall furnish Contractor’s and any subcontractors’ current DIR Form Approvedby CityAttorney 9-1-2020ExhibitE- Page 2
registration number(s). The Contractor’s current DIR registration number and the current DIR registration number of all subcontractors will be listed on the Subcontractor and LBE Participation Verification Form, incorporated herein.To be completed by the City Representative if this Agreement is for the performance of any Public Work: Contractor DIR registration #: _N/A_ C. Workers’ Compensation Certification. In accordance with California Labor Code Section1861, by signing this Contract, Contractor acknowledges and represents that Contractoris aware of the provisions of Section 3700 of the California Labor Code which requiresevery employer to be insured against liability for workers' compensation or to undertakeself-insurance in accordance with the provisions of that code, and that Contractor willcomply with the provisions of the Labor Code before commencing performance underthis Contract.D. Apprentices. If this Contract is for the performance of any Public Work, and the amountof the Contract is $30,000 or more, the Contractor and any subcontractors performingany Public Work under this Contract must comply with and be subject to enforcementunder, the provisions of Sacramento City Code Section 3.60.190, Section 1777.5 et seq.of the California Labor Code, and implementing regulations set forth in Title 8 of theCalifornia Code of Regulations, governing the employment of apprentices. TheContractor and any subcontractors performing Public Work will be subject to penaltiesfor apprenticeship violations in accordance with Labor Code Section 1777.7.E. Working Hours. If this Contract is for the performance of any Public Work, Contractorand any subcontractors performing any Public Work under this Contract must complywith and be subject to enforcement under, the provisions of Sacramento City CodeSection 3.60.180 and California Labor Code Section 1810 et seq., governing the workinghours of employees performing Public Work.F. Failure to Comply with Labor Compliance. If all applicable labor compliancerequirements are not met, the City will have the right to withhold or reject a paymentrequest and/or invoice, in whole or in part, without in any way relieving Contractor or itssubcontractors of any obligations under this Contract.G. Subcontractors. The Contractor shall include these provisions A through F in everysubcontract or sub-agreement for any subcontractors performing work under thisContract.

Attachment 1 to Exhibit A Scope of Services CONTRACTOR will work with CITY Workers’ Compensation staff to provide some or services including: NURSE CASE MANAGEMENT (NCM) Contractor to provide nursing telephonic and field case management services in compliance with the American College of Occupational and Environmental Medicine (ACOEM) guidelines. Contractor shall assist the City in developing criteria for cost-effective return to work and modified duty programs, achieving permanent and stationary status, and developing treatment plans. 1.Doctors and Nurses assigned to the project shall be California licensed and possess a minimumof three years of experience in workers' compensation nurse case management.2.Contractor shall provide nurse case management services to aid the injured workers in theirrecovery by ensuring appropriate care, treatment, and disability status (off work, modified oralternative work, etc.). Contractor shall also facilitate the use of the most suitable treatingphysician and ensure the effectiveness of the medical provider's treatment plan. Furthermore,Contractor shall identify existing and potential barriers to progress and provide specificrecommendations for intervention.3.Contractor shall provide both telephonic and field nursing services as per the severity andnature of the injury or condition assigned by the City. Contractor shall work with thephysician, injured worker, and claims staff to develop a comprehensive medical treatment planthat positively impacts the length, course, cost, and outcome of the care provided.4.Contractor shall communicate with adjusters regarding nurse case management activity,treatment plans, and the medical condition of the injured worker. Additionally, Contractorshall work with treating physicians to move the employee to permanent and stationarymedical status with the highest level of functioning possible.5.Contractor shall present job analyses and modified duty positions to medical treaters, assist indefining essential vs. marginal job functions in compliance with the Americans with DisabilitiesAct, and set medical appointments to maintain timely treatment.6.Contractor shall coordinate and apply medical cost containment and utilization reviewmanagement strategies as per the City's approved cost containment and UR vendors.Furthermore, Contractor shall provide the claims staff with valuable information andempower them to make timely and well-informed decisions.7.Contractor shall adhere to the time performance standards outlined in the RFP and providemonthly, quarterly, and annual reports outlining nurse case management activity. The reportsshould include claim number, description of service, hourly rate including case management,travel time, and mileage.8.Contractor shall provide experienced nurse case managers dedicated to the City's account andcapable of handling workers' compensation cases in California. It is desirable to have casemanagers maintain certifications in occupational health (COHN) and/or certified casemanagers (CCM). It is mandatory that nurses maintain a registered nurse (RN) certification.9. Contractor shall ensure that all nurses have current training in the California MedicalTreatment Utilization Schedule (MTUS) and other evidence-based medical treatment anddisability guidelines (ODG), utilization review, and training on the provisions of SB 863affecting medical treatment and reporting. This includes Independent Medical Review,treatment limitations covered by (LC 4604.5 (c) (2), LC 4600 (c), LC 4600 (h), LC 4610 (g) (6), LC4610 (g) (7), new reporting forms such as Physician's Return to Work and Voucher Report(DWC-AD form 1011.33.36), Request for Authorization for Medical Treatment (DWC formRFA), and Description of Employee's Job Duties (DWC AD form 10133.33).UTILIZATION REVIEW (UR) / PEER REVIEW (PR) Contractor shallfurnish UR/PR services to ensure that medical providers' treatment requests align with patients' medical conditions, comply with evidence-based guidelines, and adhere to all legal and statutory requirements and regulations as specified by the California Department of Industrial Relations, Division of Workers' Compensation (DWC). The UR services must be effectively coupled with Medical Bill Review (MBR)/Pharmaceutical Benefit Management (PBM) services and other medical cost containment services. Contractor must provide proficient healthcare professionals, including nurses and physicians, who possess expertise in evaluating treatment plans and validating medical necessity for workers' compensation claims, utilizing guidelines from the American College of Occupational and Environmental Medicine (ACOEM) and the California Medical Treatment Utilization Schedule (MTUS), or others, as appropriate. Contractor must have its own electronic interface with the ACOEM and Official Disability Guidelines (ODG) databases. Contractor should have the ability to send any relevant advice letters to the injured worker, claims staff, legal counsel, and the provider who made the treatment request. These letters may include delays in treatment, requests for further information, or denial of treatment in compliance with existing laws and regulations. Contractor must also provide electronic copies of these letters to the claims examiner when issued. 1.Contractor is responsible for ensuring that the City Workers' Compensation Unit canelectronically submit and receive UR/PR services requests.2.Contractor must integrate completely with other Contractors, including the in-house Citysystems.3.Contractor must also integrate the MBR/PBM system and the UR/PR system to identifydenied/modified medical treatment for appropriate payment approvals.4.Contractor should provide annual comprehensive reporting on provider treatment patternsand a physician review scorecard.5.All services mentioned above must comply with the Labor Code of California. Contractor mustmonitor compliance with California Labor Code provisions, report compliance monthly, andinvestigate deficiencies.6.Contractor must also manage and respond to all regulatory or compliance audits of UR/PR onbehalf of the City.7.Contractor must be available to attend Workers' Compensation Appeals Board hearings tojustify and defend utilization review decisions that are legally or administratively challenged.8. Contractor must be accountable for customizing interfaces between its system and the City'sin-house WC claims system to facilitate EDI and flagging claims in the City's claims system forreferral without additional costs.MEDICAL BILL REVIEW (MBR) Contractor shall provide workers' compensation medical bill review services that encompass a range of activities, including but not limited to: (1) mail intake operations, scanning, indexing, imaging, and Optical Character Recognition(OCR) operations,(2) application of the Official Medical Fee Schedule (OMFS) for California Workers'Compensation, manual technical review (i.e., level of service adjustments),(3) application of fair and reasonable standards, Preferred Provider Organization (PPO)discounts, Usual and Customary schedules, negotiated rates, and other pricing services.Contractor must identify and correct fee schedule excesses, duplicate charges (full and partial), and billing infractions, as well as recognize and unbundle service codes as appropriate. Contractor is responsible for reviewing invoices for scheduled and non-scheduled services as well as inpatient and outpatient hospital services, subjecting them to bill review. Contractor is also required to integrate the recommendations of utilization review and physician review findings into its system to manage utilization according to evidence-based guidelines. This integration and data exchange must include the application of prospective utilization review determinations, as well as identification of treatment requiring formal application of clinical utilization review. These requirements apply to all types of billings, including but not limited to medical, legal, treatment, or pharmaceutical billings. The tentative workflow for bills is expected to follow a certain set of steps, such as Contractor receiving bills from the City's in-house Workers' Compensation Unit and identifying bills within 24 hours by such fields as claim number, social security number, and/or claimant name. Contractor must review and process all bills within 10 days of receipt and send imaged copies of the bill and the preliminary Explanation of Benefits/Explanation of Remittance (EOB/EOR) to the City's claims management system via Electronic Data Interface (EDI), using an interface to the City's claims management system. The bills must be sent at the line-item level to the claims management system. Additionally, Contractor must send a file daily with objection letter image files and EOB/EOR's to the City's claims management system via EDI. Contractor must report partial payments, reconsidered bills, and full payment status to the State of California via EDI. Contractor and the City's Workers' Compensation unit must also develop procedures for other types of review, such as those for Rushes (e.g., advance payment) and Review-Only bills (e.g., settlement negotiation), at no additional cost to the City. Contractor must have the capability to report payment information to the State of California as required by the California Department of Industrial Relations, Division of Workers' Compensation, Workers' Compensation Information System (DWC/WCIS) and provide California Electronic Data Interface reporting of all paid billings of all types as well as zero pay billings as outlined in International Association of Industrial Accident Boards and Commissions, ANSI format 837 (IAIABC 837). Any future EDI requirements for communication, such as electronic billing and EOB transmittal, shall be included in Contractor's base bill review proposal. Contractor will have the obligation to audit and reconcile the City payment record with its records. Contractor must be able to process and receive bills from a variety of sources, including but not limited to, the City's Workers' Compensation Unit, the provider-submitted electronic format, as well as those processed from the Workers' Compensation Electronic Data Interface (WCEDI) system without further processing or programming from the City's claims management system. Contractor must develop an EDI with the City's current claims management system for both receipt and delivery of bills submitted for review. If the City implements a new system, Contractor must develop a new EDI at no additional cost to the City. Contractor must provide customer service and quality control personnel to manage and resolve medical provider re-evaluations, inquiries, and complaints. Contractor must own or lease its bill review software. Contractor must upload three years of City of Sacramento payment history data, available from the prior bill review contractor, regardless of the amount of data or payment date, at no extra charge to the City. Contractor must have an auditable comprehensive quality control and quality assurance program. PHARMACEUTICAL BENEFIT MANAGEMENT (PBM) Contractor is responsible for ensuring that the City's pharmacy benefit management services deliver necessary and effective drug therapies at the lowest net cost. They should also apply and adhere to the WCAB Drug Formulary effective January 1, 2023. In order to fulfill these responsibilities, Contractor should: 1. Establish a network of pharmacy benefit providers.2. Utilize utilization review techniques to manage narcotics appropriately throughout theduration of a claim.3. Develop individualized medication plans that are appropriate and effective for each claimant.

4. Encourage the use of cost-effective generic medications and ensure that employees use themost efficient channels for obtaining their medication.5. Minimize third-party billings.6. Comply with state reporting requirements for the pharmacy benefit management program.PREFERRED PROVIDER ORGANIZATION (PPO) Contractor shall offer a proprietary PPO to the City. In addition, Contractor will establish a specialty network of healthcare providers, which will include hospitals, ambulatory surgery centers, medical providers, and all ancillary services. This network will offer preferred rates that are lower than the California Official Medical Fee Schedule, resulting in additional savings for the City. If a PPO discount is not available, Contractor will negotiate with healthcare providers at no cost to the City to obtain the best possible pricing. All physicians participating in the PPO must be credentialed and qualified medical providers. DELIVERABLES/REPORTS To effectively support the imaging and indexing of all workers' compensation correspondence and facilitate seamless communication between its system and the City's claims management system, Contractor must possess sufficient information technology resources. Additionally, Contractor must comply with all State reporting requirements, which entail integrating data feeds from all ancillary service providers and the City's claims management system into a single State Electronic Data Interface (EDI) feed. This integration is necessary to meet the California Workers' Compensation Information System (WCIS) regulations for medical bill/payments and UR reporting requirements. Furthermore, Contractor is expected to provide monthly NCM reports, which will include specific data elements and parameters for each case. Separate reports for New Referrals, Open Cases, and Closed Cases 1. Claim number2. Claimant name3. Claims examiner4. Provider name5. Injury dates6. Referral dates7. Referral lag (injury date to referral date)8. Case duration9. An action plan to return the employee to work or permanent stationary status.10. Itemized fees with descriptions for each billing item (all reports)11. Itemized savings with descriptions for each savings item (all reports)Contractor will provide monthly UR/PR reports that contain the following data elements: 1. Claim number2. Claimant name3. Claims examiner4. Provider name5. Injury dates6. Referral dates7. Referral lag (injury date to referral date)8. Turnaround time for all decisions and notification elements for which there are deadlinesunder state statutes9. Case duration10. Itemized fees with descriptions11. Itemized savings with descriptions

12. Categorically separated fees (i.e. UR fees, PR fees)13. Outcome descriptions14. Totals for each of the following:a. Case/claim countb. UR countc. PR countd. UR feese. PR feesf. Total UR/PR savingsg. Denialsh. Modificationsi. Appealsj. Overturned denialsk. Overturned modificationsContractor will provide monthly MBR/PBM reports that contain the following data elements: 1. Net full and partial duplicate charges and savings;2. Net all charges and savings related to examiner-directed bill payments, review-only bills,non- reviewable documents such as provider appeal letters;3. Net all charges and savings related to disallowances due to enforcement of Utilization Review andcase management treatment limitations/denials;4. Net all charges and savings related to enforcement of California 24-visit cap to PhysicalTherapy/Occupational Therapy/Chiropractic Services (PT/OT/CS) medical treatment utilization;and the net impact of reconsiderations (i.e. savings are adjusted to reflect the impact ofreconsiderations). Results must reflect the final determination only.5. Contractor will provide monthly reports on the year to date fees and costs incurred for servicesunder the contract based on fiscal year6. Contractor will provide the City with a quarterly PPO report on PPO penetration and advise theCity on the best priority of PPO providers to utilize and provide the best mitigation of PPO costwith maximal application of PPO savings.7. Contractor will provide monthly detailed (per bill) and summary (total of all bills reviewed) bill reviewreports with the following data for the month and year to date, based on fiscal year.8. For detailed reports: provide claim number, date of service, vendor name, amount billed, feeschedule discount, PPO discount, PBM discounts, recommended payment, whether UR decisionapplied to the billa. Number of bills processedb. Number of duplicate bills processedc. Total number of savings from integrated UR decisions applied to bill reviewd. Total amount fee schedule savingse. Total amount of PPO savingsf. Total amount of bill review program savings (Gross & Net)Performance Measure The City and Contractor shall agree upon a regular performance evaluation based on the performance elements presented in the vendor's proposal. Contractor must provide additional reports to the City's Workers' Compensation Unit as required, without incurring any extra costs.

Attachment 1 to Exhibit B PaymentBill Review: Flat fee billMedical Bill Review/PPO: Official Medical Fee Schedule (OMFS) Review: $6.00 per bill (flat rate per bill) plus PPO access fee (see below). This flat rate is for all types of Bills, Including hospital in-patient and out-patient bills. The following is included (at no additional charge): • Full Duplicates• Appeals• Initial Setup• Technology Fees for Interface• Client Training• Re-evaluation/Provider Inquiries• Expert Testimony in Defense of Reviews• Electronic Data Interface and On-line Access• Courier ServicePPO fee for savings below fee schedule: PPO Network Access Fee: • PRIME 22%• InterPlan 18%• ClarisPointe 18%• Procura 22%• Anthem Blue Cross - CA 26%• First Health/Coventry 24%• ASI Flex 24%Specialty Bill Review: •Electronic Billing: • $1.00 per bill pass-thru charge if bill is submitted by provider electronically using WCEDIClearing house.Utilization Review: Flat fee for UR provided by doctor, flat fee for UR provided by nurse Utilization Review (UR) • Nurse Review: $90.00 per UR (nurse) Referral. This includes unlimited treatment requests andreviews per referral.• Physician Review: $250.00 per Peer Review Referral. This includes unlimited treatment requestsand reviews per referral.

The following is included in the above fees: • Initial set-up at the time of award of contract• Customized Special Account Instructions• Documentation letters post UR and Peer Review• Technology Fees for interface• Production Reports & Metrics• Consultation with AMC’s Medical Director• Client TrainingNurse Case Management: Hourly fee for telephonic case management, hourly fee for field case management Medical Management (Nurse Case Management) • Telephonic Case Management: $95.00 per hour• Field Case Management: $115.00 per hour**Travel for Field Case Management (On-Site) services will be charged at the Internal Revenue. Serviceapproved rate for mileage at the time the mileage is incurred.Pharmaceutical Benefit Management (PBM) AIMS PBM Program is through Healthesystems: Our PBM can provide a comprehensive Pharmacy Benefit Management (PBM) solution for the City, which sets high standards for value and performance. Healthesystems will go beyond processing prescription drug transactions and will aggressively manage drug utilization and control pharmacy spending. This is accomplished in a partnership, which integrates clinical expertise and advanced technological capabilities, and eliminates cost drivers all the while ensuring injured employees receive quality care. The fees below are on a pass-through basis. In other words, AIMS does not take a fee or markup from Healthesystems for the PBM program. These fees are paid off the individual claim files in the normal course of handling a claim. 1. Point of Sale (POS) Transactions with Participating Pharmacies:POS (California): • Brand*: California Brand Drug Fee Schedule + $7.25 dispensing fee• Generic: AWP** – 58% + $7.25 dispensing fee• Compound: (Healthesystems’ Cost*** + 8.5%) per prescription2. Mail Order Pharmacy:Mail Order (California): • Brand*: California Brand Drug Fee Schedule + $7.25 dispensing fee• Generic: AWP** – 60% + $7.25 dispensing fee• Compound: (Healthesystems’ Cost*** + 8.5%) per prescription*California brand drugs will be based on the published Medi-Cal rates. HealthE calculated this pricingstructure using the published Medi-Cal rates at the time of executing this Agreement. Should the Medi-Calrates and included drugs be modified during the term of the agreement, HealthE maybe required to modifythe pricing structure.** “Average Wholesale Price” or “AWP” shall mean the current Average Wholesale Price (AWP) for aprescription or Over the Counter drug as stated in the Wolter Kluwer Health’s Medi-Span Database,including supplements. AWP shall be updated at least weekly or in accordance with reasonable industrystandards using data received from the respective pricing source. In the event the AWP pricing benchmarkused by HealthE hereunder is replaced with another benchmark calculation, HealthE may switch to such newpricing benchmark upon thirty (30) days prior written notice to Client, and such notice will identify any newpricing terms, if any, required to maintain comparable pricing under the new benchmark. (Rev. 11-1-19)
Approval Recommended By: Approved As To Form By: Project Manager City AttorneyApproved By:ContractorApproved By: , City of Sacramento

Form Approvedby CityAttorney 9-1-2020Page 1
CONTRACT #: CONTRACT NAME: Nurse Case Management Utilization Review, Peer Review, Medical Bill Review, and Pharmaceutical Benefit Management Services CONTRACT PROJECT #: DEPARTMENT: Human Resources DIVISION: Workers’ CompensationCITY OF SACRAMENTO PROFESSIONAL SERVICES AGREEMENT* THIS CONTRACT is made at Sacramento, California, by and between the CITY OF SACRAMENTO, a charter city and municipal corporation (“CITY”), and Genex Services, LLC, a Pennsylvania limited liability company, having offices at 9771 Clairemont Mesa Blvd., Suite A, San Diego, CA 92124. (“Contractor”), as of the Effective Date, as defined below. The City and Contractor agree as follows: 1.Effective Date. This Contract shall be effective beginning the date it is fully executed by the dulyauthorized parties.2.Contract Documents. All exhibits and documents attached or referred to in this Contract areincorporated as if set forth herein, Including Exhibit A (titled “Scope of Services”) and Exhibit B(titled “Payment”).If there is a conflict between the terms and conditions of any document prepared or provided bythe Contractor and made a part of this Contract and the other terms or conditions of the Contract,the other terms and conditions of the Contract control.3.Services. Subject to the terms and conditions set forth in this Contract, Contractor shall provideto CITY the services described in Exhibit A (“Services”).Contractor will not be compensated for services outside the scope of Exhibit A (“AdditionalServices”) unless, before providing Additional Services: (a) Contractor notifies CITY and CITYagrees that the Additional Services are outside the scope of Exhibit A; (b) Contractor estimatesthe additional compensation required for these Additional Services; and (c) CITY, after notice,approves in writing a Supplemental Contract specifying the Additional Services and the amountof additional compensation to be paid Contractor.CITY will have no obligations whatsoever under this Contract or any Supplemental Contract,unless and until this Contract or any Supplemental Contract is approved by the City as required* This form is to be used for all professional services, except services performed by architects, landscape- architects, professional engineers, or professional land surveyors, or services related to a construction project.

Form Approvedby CityAttorney 9-1-2020Page 2
by the Sacramento City Code. As used in this Contract, the term “Services” includes both Services and Additional Services as applicable. 4.Payment.CITY shall pay Contractor at the times and in the manner set forth in Exhibit B.Contractor shall submit all invoices to CITY in the manner specified in Exhibit B.5.Facilities and Equipment. Except as set forth below, Contractor shall, at its sole cost and expense,furnish all facilities and equipment required for Contractor to perform this Contract. CITY shallfurnish to Contractor only the facilities and equipment listed below, if any.6.Insurance. Contractor shall, at its sole cost and expense, maintain the insurance coveragedescribed in the attached Exhibit C.7.General Conditions. Contractor shall comply with the terms and conditions set forth in theattached Exhibit D.8.Additional Requirements for Surveying, Material Testing, and Inspection Services. If thisContract includes any land surveying, material testing, or inspection services provided for aCity construction project, during the design, pre-construction, construction, or post- construction phases of the project, the Contractor and any subcontractor or subconsultantperforming any such services shall comply with the provisions specified in Exhibit E.9.Non-Discrimination in Employee Benefits. This Contract may be subject to Sacramento CityCode chapter 3.54, Non- Discrimination in Employee Benefits by City Contractors. A summaryof the requirements, entitled "Requirements of the Non-Discrimination in Employee BenefitsCode (Equal Benefits Ordinance),” can be viewed at:https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.Contractor acknowledges and represents that Contractor has read and understands therequirements and shall fully comply with all applicable requirements of Sacramento City Codechapter 3.54. If requested by City, Contractor shall promptly provide any documents andinformation required by City to verify Contractor's compliance.Contractor's violation of Sacramento City Code chapter 3.54 constitutes a material breach ofthis Contract, for which the City may terminate the Contract and pursue all available legal andequitable remedies.10.Considering Criminal Conviction Information in the Employment Application Process. ThisContract may be subject to the requirements of Sacramento City Code chapter 3.62, Proceduresfor Considering Criminal Conviction Information in the Employment Application Process. Asummary of the requirements, entitled “Ban-The-Box Requirements,” can be viewed at:https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.

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The Ban-The-Box Requirements are applicable to certain contracts with the City in an amount of $250,000 or more (either initial value or total value after amendment) or if the total value of all Contractor's contracts with the City is $250,000 or more over a 12-month period. Contractor acknowledges and represents that Contractor has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.62. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.62 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.62. Contractor's violation of Sacramento City Code chapter 3.62 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies. 11.Local Business Enterprise Program. The Local Business Enterprise Program ParticipationRequirements ("LBE Participation Requirements") may be applicable to this Contract. A summaryof the requirements, entitled "LBE Participation Requirements," can be viewed at:https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.Contractor acknowledges and represents that Contractor has read and understands theserequirements and shall fully comply with all applicable requirements of Sacramento City Codechapter 3.60. If requested by City, Contractor shall promptly provide any documents andinformation required by City to verify Contractor's compliance. Contractor shall requireapplicable subcontractors to fully comply with all applicable requirements of Sacramento CityCode chapter 3.60 and include these requirements in all subcontracts covered by SacramentoCity Code chapter 3.60.Contractor's violation of Sacramento City Code chapter 3.60 constitutes a material breach ofthis Contract, for which the City may terminate the Contract and pursue all available legal andequitable remedies.12.Authority. The person signing this Contract for Contractor represents and warrants that he orshe has read, understands, and agrees to all the Contract terms and is fully authorized to sign thisContract on behalf of the Contractor and to bind the Contractor to the performance of theContract’s obligations.[Signatures Page Following Exhibits] Form Approvedby CityAttorney 9-1-2020Exhibit A -Page1
EXHIBIT A SCOPE OF SERVICES1. Representatives.The CITY Representative for this Agreement is: Natalie Dempsey/Workers’ Compensation Manager City Hall 4th floor, 915 I Street, Sacramento, CA 95614 (916)-808-7260 / [email protected] CONTRACTOR Representative for this Agreement is: Unless otherwise provided in this Contract, all Contractor questions and correspondence pertaining to this Contract must be addressed to the City Representative. All City questions and correspondence must be addressed to the Contractor Representative.Scope of Services. Contractor shall provide Services to City as set forth in Attachment 1 to thisExhibit A.Time of Performance. The Services described in this Contract shall be provided for three years.The City may extend this Contract for up to two additional one-year terms, for a maximum five-year term. Contractor shall provide the Services in accordance with any schedule in Attachment1 to this Exhibit A.Conflict of Interest Requirements. The individual(s) who will provide Services pursuant to thisContract are “Consultants” within the meaning of the Political Reform Act and the City’sConflict of Interest Code. yes _X_ no [check one]Contractor shall cause the following to occur within 30 days after execution of this Contract:Identify the individuals who will provide Services or perform Work under this Contractas "Consultants"; andCause these individuals to file with the City Representative the "assuming office"statements of economic interests required by the City's Conflict of Interest Code.Thereafter, throughout the term of the Contract, Contractor shall cause these individuals to file with the City Representative annual statements of economic interests and "leaving office" statements of economic interests, as required by the City's Conflict of Interest Code. The City may withhold all or a portion of any payment due under this Contract or impose fines on the individuals until all required statements are filed.

Form Approvedby CityAttorney 9-1-2020Exhibit B-Page1
EXHIBIT B PAYMENT1. CONTRACTOR’s Compensation.The total of all fees paid to the Contractor for the provision ofServices as set forth in Exhibit A, including any authorized reimbursable expenses, shall notexceed the total sum of $625,000.00. The payments specified in this Exhibit B shall be the onlypayments made to Contractor unless the City approves a Supplemental Contract.2. Billable Rates. Contractor shall be paid for the performance of Services on an hourly rate, dailyrate, flat fee, lump sum, or other basis, as set forth in Exhibit A or Attachment 1 to this Exhibit Band any applicable special provisions included in the request for bids or proposals. If there is aconflict between Exhibit A or Exhibit B and the Special Provisions, Exhibit A or Exhibit B controls.3. CONTRACTOR’s Reimbursable Expenses. “Reimbursable Expenses” are limited to actualexpenditures of Contractor for expenses that are necessary for the proper satisfaction of theContract and are only payable if specifically authorized in advance in writing by the City. Nocharges or markup will be allowed unless specified in the Contract, including charges for traveland transportation.4. Payments to CONTRACTOR.Contractor is responsible for supplying all documentationnecessary to verify invoices to the City’s satisfaction.A. Payments to Contractor shall be made within a reasonable time after receipt ofContractor’s invoice, in proportion to services performed or as otherwise specified inAttachment 1 to Exhibit B. Contractor may request payment on a monthly basis.Contractor shall be responsible for the cost of supplying all documentation necessary toverify the monthly billings to the satisfaction of CITY.B. Invoices must be submitted to either of the addresses specified below.(1) Email. Submit email invoices and any attachments to:[email protected](2) Postal Mail. If emailing is not an option, mail to:A/P Processing CenterCity of Sacramento915 I Street, Floor 4Sacramento, CA 95814-2608C. All invoices submitted by Contractor must contain the following information:(1) Job/Project Name(2) CITY’s current Purchase Order Number(3) Contractor’s Invoice Number(4) Date of Invoice Issuance(5) Work Order Number (if applicable)(6) CITY representative identified on the Purchase Order Form Approvedby CityAttorney 9-1-2020Exhibit B-Page2
(7) Contractor’s remit address(8) Description of services billed under Invoice(9) Amount of Invoice (itemize all authorized Reimbursable Expenses)(10) Total Billed to Date under Contract (if applicable)D. Items must be separated into Services and Reimbursable Expenses. Invoices that do notconform to the format outlined above will be returned to Contractor for correction. CITYis not responsible for delays in payment to Contractor resulting from Contractor’s failureto comply with the invoice format described above.5. Additional Services. Additional Services shall be provided only when a Supplemental Contractauthorizing the Additional Services is approved in writing by the City in accordance with the City’scontract amendment procedures. The City reserves the right to perform any Additional Serviceswith its own staff or to retain other contractors to perform the Additional Services.6. Accounting Records of CONTRACTOR.During performance of this Contract and for a period ofthree years after completion of performance, Contractor shall maintain all accounting andfinancial records related to this Contract, in accordance with generally accepted accountingpractices, including records of Contractor’s costs for performance under this Contract andrecords of Contractor’s Reimbursable Expenses. Contractor shall keep and make records availablefor inspection and audit by representatives of the CITY upon reasonable written notice.7. Tax Payments.Contractor shall pay, when and as due, any and all taxes incurred as a result ofContractor’s compensation hereunder, including estimated taxes, and shall provide CITY withproof of the payment upon request. Contractor hereby agrees to indemnify CITY for any claims,losses, costs, fees, liabilities, damages or injuries suffered by CITY arising out of Contractor’sbreach of this section.

Form Approvedby CityAttorney 9-1-2020Exhibit C-Page1
EXHIBIT C INSURANCE1. Insurance Requirements. During the entire term of this Contract, Contractor shall maintainthe insurance coverage described in the Insurance Terms below. Full compensation for allpremiums that Contractor is required to pay for the insurance coverage described herein shallbe included in the compensation specified under this Contract. No additional compensationwill be provided for Contractor's insurance premiums. Any available insurance proceeds inexcess of the specified minimum limits and coverages shall be available to the City.Contractor's liability to the City is not in any way limited to or affected by the amount ofinsurance coverage required or carried by the Contractor in connection with this Contract.2. General Liability Minimum Scope and Limits of Insurance Coverage. Commercial GeneralLiability Insurance is required providing coverage at least as broad as ISO CGL Form 00 01 onan occurrence basis for bodily injury, including death, of one or more persons, propertydamage, and personal injury, arising out of activities performed by or on behalf of theContractor and subcontractors, products and completed operations of Contractor andsubcontractors, and premises owned, leased, or used by Contractor and subcontractors, withlimits of not less than one million dollars ($1,000,000) per occurrence. The policy shall providecontractual liability and products and completed operations coverage for the term of thepolicy.The City, its officials, employees and volunteers shall be covered by policy terms orendorsement as additional insureds as respects general liability arising out of: activitiesperformed by or on behalf of Contractor and subcontractors; products and completedoperations of Contractor and subcontractors; and premises owned, leased, or used byContractor and subcontractors.3. Automobile Liability Minimum Scope and Limits of Insurance Coverage. (Check theapplicable provision.)_X_ Automobile Liability Insurance is required providing coverage at least as broad as ISOForm CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non-owned and/or hired autos as appropriate to the operations of the Contractor. The City, its officials, employees and volunteers shall be covered by policy terms or endorsement as additional insureds as respects auto liability. No automobile liability insurance is required, and by signing this Contract, Contractor certifies as follows: “Contractor certifies that a motor vehicle will not be used in the performance of any work or services under this agreement. If, however, Contractor does transport items under this Contract, or this Contract is amended to require any employees of Contractor to use a Form Approvedby CityAttorney 9-1-2020Exhibit C-Page2
vehicle to perform services under the Contract, Contractor understands that it must maintain and provide evidence of Automobile Liability Insurance providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non- owned and/or hired autos as appropriate to the operations of the Contractor.”4. Excess Insurance. The minimum limits of insurance required above may be satisfied by acombination of primary and umbrella or excess insurance coverage, provided that any umbrellaor excess insurance contains, or is endorsed to contain, a provision that it will apply on a primarybasis for the benefit of the City, and any insurance or self-insurance maintained by City, itsofficials, employees, or volunteers will be in excess of Contractor's umbrella or excess coverageand will not contribute to it.5. Workers’ Compensation Minimum Scope and Limits of Insurance Coverage. (Check theapplicable provision.)_X_ Workers’ Compensation Insurance is required with statutory limits and Employers'Liability Insurance with limits of not less than one million dollars ($1,000,000). The Workers' Compensation policy shall include a waiver of subrogation in favor of the City. No work or services will be performed on or at CITY facilities or CITY Property, therefore a Workers’ Compensation waiver of subrogation in favor of the CITY is not required. No Workers’ Compensation insurance is required, and by signing this Contract, Contractor certifies as follows: “Contractor certifies that its business has no employees, and that it does not employ anyone, and is therefore exempt from the legal requirements to provide Workers' Compensation insurance. If, however, Contractor hires any employee during the term of this Contract, Contractor understands that Workers’ Compensation with statutory limits and Employer’s Liability Insurance with a limit of not less than one million dollars ($1,000,000) is required. The Workers’ Compensation policy will include a waiver of subrogation in favor of the City.”6. Professional Liability Minimum Scope and Limits of Insurance Coverage. Professional LiabilityInsurance providing coverage on a claims-made basis for errors and omissions, or malpracticewith limits of not less than one million dollars ($1,000,000):Is _X Is not [check one] required for this Agreement.If required, such coverage must be continued for at least 3 year(s) following the completion of all Services under this Contract. The retroactive date must be prior to the date this Contract is approved or any Services are performed.

Form Approvedby CityAttorney 9-1-2020Exhibit C-Page3

7. Other Insurance Provisions.The policies must contain, or be endorsed to contain, the followingprovisions:A. Contractor's insurance coverage, including excess insurance, shall be primaryinsurance as respects the City, its officials, employees and volunteers. Any insuranceor self-insurance maintained by the City, its officials, employees or volunteers will bein excess of Contractor's insurance and will not contribute with it.B. Any failure to comply with reporting provisions of the policies will not affect coverageprovided to the City, its officials, employees or volunteers.C. Coverage shall state that Contractor's insurance applies separately to each insuredagainst whom claim is made or suit is brought, except with respect to the limits of theinsurer's liability.D. Contractor shall provide the City with 30 days written notice of cancellation ormaterial change in the policy language or terms.8. Acceptability of Insurance. Insurance must be placed with insurers with a Bests' rating of notless than A:VI. Self-insured retentions, policy terms or other variations that do not comply withthe requirements of this Exhibit C must be declared to and approved by the City in writingbefore execution of this Contract.9. Verification of Coverage.A. Contractor shall furnish City with certificates and required endorsements evidencing theinsurance required. Certificates of insurance must be signed by an authorizedrepresentative of the insurance carrier. Copies of policies shall be delivered to the CityRepresentative on demand.B. Contractor shall send all insurance certificates and endorsements, including policyrenewals, during the term of this Contract directly to:City of Sacramentoc/o Exigis LLCPO Box 947Murrieta, CA 92564C. Certificate Holder must be listed as:City of Sacramentoc/o Exigis LLCPO Box 947Murrieta, CA 92564D. The City may withdraw its offer of Contract or cancel this Contract if the certificates ofinsurance and endorsements required have not been provided before execution of thisContract. The City may withhold payments to Contractor and/or cancel the Contract if theinsurance is canceled or Contractor otherwise ceases to be insured as required herein.

Form Approvedby CityAttorney 9-1-2020Exhibit C-Page4

10. Subcontractor Insurance Coverage. Contractor shall require and verify that all subcontractorsmaintain insurance coverage that meets the minimum scope and limits of insurance coveragespecified in this Exhibit C.

Form Approvedby CityAttorney 9-1-2020ExhibitD - Page 1
EXHIBIT D GENERAL CONDITIONS1. Independent Contractor.A. It is understood and agreed that Contractor (including Contractor’s employees) is anindependent contractor and that no relationship of employer-employee exists betweenthe parties hereto for any purpose whatsoever. Neither Contractor nor Contractor’sassigned personnel will be entitled to any benefits payable to CITY employees. CITY is notrequired to make any deductions or withholdings from the compensation payable toContractor under the provisions of this Contract, and Contractor will be issued a Form1099 for its services hereunder. As an independent contractor, Contractor hereby agreesto indemnify and hold CITY harmless from any and all claims that may be made againstCITY based upon any contention by any of Contractor’s employees or by any third party,including any state or federal agency, that an employer-employee relationship or asubstitute therefor exists for any purpose whatsoever by reason of this Contract or byreason of the nature and/or performance under this Contract.B. It is further understood and agreed by the parties that Contractor, in the performance ofits obligations, is subject to the City’s control and direction as to the designation of tasksto be performed and the results to be accomplished under this Contract, but not as to themeans, methods, or sequence used by Contractor for accomplishing the results. To theextent that Contractor obtains permission to, and does, use CITY facilities, space,equipment or support services in the performance of this Contract, this use will be at theContractor’s sole discretion based on the Contractor’s determination that the use willpromote Contractor’s efficiency and effectiveness. Except as may be specifically providedelsewhere in this Contract, the CITY does not require that Contractor use CITY facilities,equipment or support services or work in CITY locations in the performance of thisContract. As used in this Contract, "sole discretion" or "sole judgment" means that theparty authorized to exercise its discretion or judgment may do so based on an unfetteredassessment of its own interests, without considering how its decision affects the otherparty, and unconstrained by the implied covenant of good faith and fair dealing.C. If, in the performance of this Contract, any third persons are employed by Contractor,such persons will be entirely and exclusively under the direction, supervision, and controlof Contractor. Except as otherwise provided in this Contract, all terms of employment,including hours, wages, working conditions, discipline, hiring, and discharging, or anyother terms of employment or requirements of law, shall be determined by Contractor.It is further understood and agreed that Contractor will issue W-2 or 1099 Forms forincome and employment tax purposes for all Contractor’s assigned personnel andsubcontractors.D. The provisions of this section will survive any expiration or termination of this Contract.Nothing in this Contract creates an exclusive relationship between CITY and Contractor.Contractor may represent, perform services for, or be employed by any additionalpersons or companies so long as Contractor does not violate the provisions of Section 5,below.

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2. Licenses; Permits, Etc. Contractor represents and warrants that Contractor has, and shallmaintain at all times during the term of this Contract at its sole cost and expense, all licenses,permits, qualifications, and approvals of any nature that are legally required for Contractor topractice its profession or fulfill the terms of this Contract, including a City Business OperationsTax Certificate and any required certification issued by the California Secretary of State.3. Time. Time is of the essence in the performance of this Contract. Contractor shall devote thenecessary time and effort to its performance under this Contract. Neither party will be consideredin default of this Contract, to the extent that party’s performance is prevented or delayed by anycause, present or future, that is beyond the reasonable control of that party.4. CONTRACTOR Not Agent.Except as CITY may specify in writing, Contractor and Contractor’spersonnel have no authority, express or implied, to act on behalf of CITY in any capacitywhatsoever as an agent. Contractor and Contractor’s personnel shall have no authority, expressor implied, to bind CITY to any obligations whatsoever.5. Conflicts of Interest. Contractor covenants that neither it, nor any officer or principal of its firm,has or will acquire any interest, directly or indirectly, that would conflict in any manner with theCITY’s interests or that would in any way hinder Contractor’s performance under this Contract.Contractor further covenants that in the performance of this Contract, no person having any suchinterest will be employed by it as an officer, employee, agent or subcontractor, without the City’swritten consent.Contractor agrees to avoid conflicts of interest or the appearance of any conflicts of interest withthe City’s interests during the performance of this Contract. If Contractor is or employs a formerofficer or employee of the CITY, Contractor and any former City officer or employee shall complywith the provisions of Sacramento City Code Section 2.16.090 pertaining to appearances beforethe City Council or any CITY department, board, commission, or committee.6. Hazardous Substances. "Hazardous Substances" means any substance, material, waste, orother pollutant or contaminant that is or becomes designated, classified, or regulated ashazardous or toxic under any law, regulation, rule, order, decree, or other governmentalrequirement now in effect or later enacted. If Contractor is shipping Hazardous Substances,Contractor must supply a Safety Data Sheet ("SDS") with the first shipment of HazardousSubstances to each City location receiving the Hazardous Substances. If the content of an SDSis revised, Contractor must provide a revised SDS to each City location receiving HazardousSubstances.7. Confidentiality of CITY Information.During performance of this Contract, Contractor may gainaccess to and use CITY information regarding inventions, machinery, products, prices, apparatus,costs, discounts, future plans, business affairs, governmental affairs, processes, trade secrets,technical matters, systems, facilities, customer lists, product design, copyright, data, and othervital information (hereafter collectively referred to as “City Information”) that are valuable,special and unique assets of the CITY.Contractor agrees to protect all City Information and treat it as strictly confidential, and furtheragrees that Contractor shall not at any time, either directly or indirectly, divulge, disclose or Form Approvedby CityAttorney 9-1-2020ExhibitD - Page 3
communicate in any manner any City Information to any third party without the City’s prior written consent. In addition, Contractor must comply with all CITY policies governing the use of the CITY network and technology systems, as set forth in applicable provisions of the City of Sacramento Administrative Policy Instructions # 30. A violation by Contractor of this section is a material violation of this Contract and shall justify legal and equitable relief. 8. CONTRACTOR Information.A. CITY shall have full ownership and control, including ownership of any copyrights, of allinformation prepared, produced, or provided by Contractor under this Contract. In thisContract, the term “information” means and includes: any and all work product,submittals, reports, plans, specifications, and other deliverables consisting of documents,writings, handwritings, typewriting, printing, photostatting, photographing, computermodels, and any other computerized data and every other means of recording any formof information, communications, or representation, including letters, works, pictures,drawings, sounds, or symbols, or any combination thereof. CONTRACTOR shall not beresponsible for any unauthorized modification or use of such information for other thanits intended purpose by CITY.B. Contractor shall fully defend, indemnify and hold harmless CITY, its officers andemployees, and each of them, from and against any and all claims, actions, lawsuits orother proceedings alleging that all or any part of the information prepared, produced, orprovided by Contractor under this Contract infringes upon any third party’s trademark,trade name, copyright, patent or other intellectual property rights. CITY shall makereasonable efforts to notify Contractor not later than ten days after CITY is served withany such claim, action, lawsuit or other proceeding. However, City’s failure to providenotice within the ten-day period does not relieve Contractor of its obligations hereunder,which survive any termination or expiration of this Contract.C. All proprietary and other information received from Contractor by CITY, whether receivedin connection with Contractor’s proposal to CITY or in connection with Contractor’sperformance, will be disclosed upon receipt of a request for disclosure, in accordancewith the California Public Records Act; provided, however, that, if any information is setapart and clearly marked “trade secret” when it is provided to CITY, CITY shall give noticeto Contractor of any request for the disclosure of such information. The Contractor willthen have five days from the date it receives notice to petition the court for a protectiveorder to prevent the disclosure of the information. The Contractor shall have soleresponsibility for defense of the actual “trade secret” designation of such information.D. The parties understand and agree that any failure by Contractor to respond to the noticeprovided by CITY and seek a protective order, in accordance with the provisions ofsubsection C, above, constitutes a complete waiver by Contractor of any rights regardingthe information designated “trade secret” by Contractor, and the information will bedisclosed by CITY in accordance with the Public Records Act.

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9. Notification of Material Changes in Business. Contractor agrees that if it experiences anymaterial changes in its business, including a reorganization, refinancing, restructuring,leveraged buyout, bankruptcy, name change, or loss of key personnel, it will immediatelynotify the City of the changes. Contractor also agrees to immediately notify the City of anycondition that may jeopardize the scheduled delivery or fulfillment of Contractor's obligationsto the City under this Contract.10. Standard of Performance.Contractor shall perform in the manner and according to thestandards currently observed by a competent practitioner of Contractor’s profession in Californiaand in compliance with all requirements of this Contract. All products that Contractor delivers toCITY under this Contract must be prepared in a professional manner and conform to thestandards of quality normally observed by a person currently practicing in Contractor’sprofession.Contractor shall assign only competent personnel to perform on its behalf under this Contract.Contractor must notify the CITY in writing of any changes in Contractor’s staff assigned to performunder this Contract, before any performance by the new staff member. If the CITY, in its solediscretion, determines that any person assigned by the Contractor to perform under this Contractis not performing in accordance with the standards required herein, City shall provide notice toContractor. Contractor shall immediately remove the assigned person upon receipt of the notice.11. Performance or Different Terms and Conditions. The City's subsequent performance will notbe construed as either acceptance of additional or different terms and conditions or acounteroffer by the Contractor, nor will the City's subsequent performance be viewed asacceptance of any provision of the Uniform Commercial Code, as adopted by any State, that iscontrary to the terms and conditions contained herein. Contractor's performance shallconform to the applicable requirements of the Sacramento City Charter, Sacramento CityCode, and all applicable State and Federal laws, and all the requirements of this Contract. TheCalifornia Commercial Code will apply except as otherwise provided in the Contract.12. Emergency/Declared Disaster Requirements. If an emergency is declared by the City Manager,or if any portion of the City is declared a disaster area by the county, state or federal government,this Contract may be subjected to increased usage. The Contractor shall serve the City during adeclared emergency or disaster, subject to the same terms and conditions that apply during non- emergency / non-disaster conditions. The pricing set forth in this Contract will apply, withoutmark-up, regardless of the circumstances. If the Contractor is unable to fulfill the terms of theContract because of a disruption in its chain of supply or service, then the Contractor shall provideproof of the disruption. Acceptable forms of proof will include a letter or notice from theContractor's source stating the reason for the disruption13. Term; Suspension; Termination.A. This Contract is effective on the Effective Date and continues in effect until both partieshave fully performed their respective obligations under this Contract, unless soonerterminated as provided herein.B. CITY shall have the right at any time to suspend Contractor’s performance hereunder, inwhole or in part, by giving a written notice of suspension to Contractor. Upon receipt of Form Approvedby CityAttorney 9-1-2020ExhibitD - Page 5
such notice, Contractor shall immediately suspend its activities under this Contract, as specified in the notice. C. The CITY shall have the right to terminate this Contract at any time by giving a writtennotice of termination to Contractor. Upon receipt of such notice, Contractor shallimmediately cease performance under this Contract as specified in the notice. If the CITYterminates this Contract:(1) Contractor shall, not later than five days after receipt of the notice, deliver allinformation prepared under this Contract to the City.(2) The CITY shall pay Contractor the reasonable value of Goods or Services providedby Contractor before termination; provided, however, CITY shall not in anymanner be liable for lost profits that might have been made by Contractor had theContract not been terminated or had Contractor completed performance requiredby this Contract. Contractor shall furnish to the CITY any financial informationrequested by the City to determine the reasonable value of the Goods or Servicesprovided by Contractor. The foregoing is cumulative and does not affect any rightor remedy that CITY may have in law or equity.14. Default by Contractor.In case of default by the Contractor, the City reserves the right to procurethe Goods or Services from other sources and deduct from any monies due, or that maythereafter become due to the Contractor, the difference between the price named in thisContract and the actual cost to the City to procure from an alternate source. Prices paid by theCity will be considered the prevailing market price at the time such purchase is made.15. Indemnity.A. Indemnity: Contractor shall defend, hold harmless, and indemnify City, its officers, andemployees, and each and every one of them, from and against all actions, damages,costs, liabilities, claims, demands, losses, judgments, penalties, and expenses of everytype and description, whether arising on or off the site of the work or servicesperformed under this Contract, including any fees and costs reasonably incurred byCity’s staff attorneys or outside attorneys and any fees and expenses incurred inenforcing this provision (hereafter collectively referred to as “Liabilities”), includingLiabilities for personal injury or death, damage to personal, real, or intellectual property,damage to the environment, contractual or other economic damages, or regulatorypenalties, arising out of or in any way connected with performance of or failure toperform this Contract by Contractor, any subcontractor (including lower-tiersubcontractors) or agent of Contractor, their respective officers and employees, andanyone else for whose acts of omissions any of them may be liable, whether or not theLiabilities (i) are caused in part by a party indemnified hereunder, or (ii) are litigated,settled, or reduced to judgment; provided that the foregoing indemnity does not applyto liability for damages for death or bodily injury to persons, injury to property, or otherloss, damage, or expense, to the extent arising from the active negligence or willfulmisconduct of, or defects in design furnished by, City, its agents, servants, orindependent contractors who are directly responsible to City, except when such agents, Form Approvedby CityAttorney 9-1-2020ExhibitD - Page 6
servants, or independent contractors are under the supervision and control of Contractor or any subcontractor (including lower-tier subcontractors) or agent of Contractor. B. Insurance Policies; Intellectual Property Claims: The existence or acceptance by City ofany of the insurance policies or coverages described in this Contract will not affect orlimit any of City’s rights under this Section, nor will the limits of any insurance limit theliability of Contractor hereunder. This Section will not apply to any intellectual propertyclaims, actions, lawsuits or other proceedings subject to the provisions of the ContractorInformation Section, above.C. Survival. The provisions of this section will survive any expiration or termination of thisContract.16. Funding Availability.A. This Contract is subject to the budget and fiscal provisions of the Charter and theSacramento City Code.B. The City’s payment obligation under this Contract will not exceed the amount of fundsappropriated and approved for this Contract by the Sacramento City Council.C. This Section shall govern over any other contrary provision of the Contract.17. Equal Employment Opportunity.During the performance of this Contract, Contractor, for itself,its assignees and successors in interest, agrees as follows:A. Compliance With Regulations: Contractor shall comply with all state, local, and federalanti-discrimination laws and regulations, including the Executive Order 11246 entitled“Equal Opportunity in Federal Employment”, as amended by Executive Order 11375,12086, and 13672, and as supplemented in Department of Labor regulations (41 CFRChapter 60), referred to collectively as the “Regulations.”B. Nondiscrimination: Contractor, with regards to the work performed by it after awardand before completion of the work under this Contract, shall not discriminate on theground of race, color, religion, sex, national origin, age, marital status, physical handicapor sexual orientation in selection and retention of subcontractors, including procurementof materials and leases of equipment. Contractor shall not participate either directly orindirectly in discrimination prohibited by the Regulations.C. Solicitations for Subcontractors, Including Procurement of Materials and Equipment: Inall solicitations either by competitive bidding or negotiations made by Contractor for workto be performed under any subcontract, including all procurement of materials orequipment, each potential subcontractor or supplier shall be notified by Contractor ofContractor’s obligation under this Contract and the Regulations relative tonondiscrimination on the ground of race, color, religion, sex, national origin, age, maritalstatus, physical handicap or sexual orientation.

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D. Information and Reports: Contractor shall provide all information and reports required bythe Regulations, or by any orders or instructions issued pursuant thereto, and shall permitaccess to its books, records, accounts, other sources of information and its facilities asmay be determined by the CITY to be pertinent to ascertain compliance with theRegulations, orders and instructions. Where any information required of Contractor is inthe exclusive possession of another who fails or refuses to furnish this information,CONTRACTOR shall so certify to the CITY, and shall set forth what efforts it has made toobtain the information.E. Sanctions for Noncompliance: In the event of noncompliance by Contractor with thenondiscrimination provisions of this Contract, the CITY shall impose any sanctions itdetermines are appropriate including:(1) Withholding of payments to Contractor under this Contract until Contractorcomplies;(2) Cancellation, termination, or suspension of this Contract, in whole or in part.F. Incorporation of Provisions: Contractor shall include the provisions of subsections Athrough E, above, in every subcontract, including procurement of materials and leases ofequipment, unless exempted by the Regulations, or by any order or instructions issuedpursuant thereto. The City may direct Contractor to take specific actions to enforce theseprovisions, including sanctions for noncompliance; provided, however, that if Contractorbecomes involved in, or is threatened with, litigation with a subcontractor or supplier asa result of such direction, Contractor may request that the CITY join such litigation toprotect the City’s interests.18. Entire Agreement.This Contract, including all Exhibits and documents referenced herein,contains the entire agreement between the parties and supersedes whatever oral or writtenunderstanding they may have had before the execution of this Contract. No alteration to theterms of this Contract shall be valid unless approved in writing by Contractor, and by CITY, inaccordance with applicable provisions of the Sacramento City Code.19. Modification of Contract.The Contractor shall take no direction from any City employee thatchanges the executed terms and conditions of the Contract, including Exhibit A, or any changethat impacts the cost, price, or schedule, before receiving a written, signed modification to theContract.20. Severability.If a court with jurisdiction rules that any portion of this Contract or its applicationto any person or circumstance is invalid or unenforceable, the remainder of this Contract will notbe affected thereby and will remain valid and enforceable as written, to the greatest extentpermitted by law.21. Waiver.Neither the CITY’s acceptance of, or payment for, any Goods or Services, nor any waiverby either party of any default, breach or condition precedent, will be construed as a waiver ofany provision of this Contract, nor as a waiver of any other default, breach or condition precedentor any other right hereunder. No waiver will be effective unless it is in writing and signed by thewaiving party.

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Form Approvedby CityAttorney 9-1-2020ExhibitD - Page 9
(5) Has not been notified, within a three-year period preceding this certification, beennotified of any delinquent Federal taxes in an amount that exceeds $3,500 for which theliability remains unsatisfied. Federal taxes are considered delinquent if the tax liability hasbeen finally determined and the taxpayer is delinquent in making payment, as defined inSection 52.209-5 of the Federal Acquisition Regulations.B. CONTRACTOR further warrants and certifies that it shall not knowingly enter into anytransaction with any subcontractor, material supplier, or vendor who is debarred, suspended,declared ineligible, or voluntarily excluded from covered transactions by any federal or statedepartment/agency. Any exceptions to the warranties and certifications in this Section must bedisclosed to the City.C. Exceptions will not necessarily result in denial of recommendation for award, but will beconsidered in determining Contractor’s responsibility. Disclosures must indicate to whomexceptions apply, the initiating agency, and dates of action.D. City will review the Federal Government’s System for Award Management Exclusionsmaintained by the General Services Administration for eligibility, prior to the execution of thisAgreement. The CONTRACTOR shall provide immediate written notice to the City if, at any timeprior to execution, the CONTRACTOR learns this certification is erroneous or has becomeerroneous by reason of changed circumstances. If it is later determined that the Contractor’swarranties and certification in this Section were erroneous, the City may terminate thisAgreement for default.

Attachment 1 to Exhibit A Scope of Services CONTRACTOR will work with CITY Workers’ Compensation to provide some or services including: NURSE CASE MANAGEMENT (NCM) Contractor to provide nursing telephonic and eld case management services in compliance with the American College of Occupational and Environmental Medicine (ACOEM) guidelines. Contractor shall assist the City in developing criteria for cost-effective return to work and duty programs, achieving permanent and stationary status, and developing treatment plans. 1. Doctors and Nurses assigned to the project shall be California licensed and possess aminimum of three years of experience in workers' compensation nurse case management.2. Contractor shall provide nurse case management services to aid the injured workers intive work, etc.). Contractor shall also facilitate the use of the mostsuitable treating physician and ensurtiveness of the medical provider'streatment plan. Furthermore, Contractor shall identify existing and potential barriers t o tions for intervention.3. Contractor shall provide both telephonic and eld nursing services as per the severity andnature of the injury or condition assigned by the City. Contractor shall work with thephysician, injured worker, and claims to develop a comprehensive medical treatmentplan that positively impacts the length, course, cost, and outcome of the care provided.4. Contractor shall communicate with adjusters regarding nurse case management activity,treatment plans, and the medical condition of the injured worker. Additionally, Contractorshall work with treating physicians to move the employee to permanent and stationarymedical status with the highest level of functioning possible.5. Contractor shall present job analyses and duty positions to medical treaters,assist in essential vs. marginal job functions in compliance with the Americanswith Disabilities Act, and set medical appointments to maintain timely treatment.6. Contractor shall coordinate and apply medical cost containment and utilization reviewmanagement strategies as per the City's approved cost containment and UR vendors.Furthermore, Contractor shall provide the claims with valuable information andempower them to make timely and well-informed decisions.7. Contractor shall adhere to the time performance standards outlined in the RFP andprovide monthly, quarterly, and annual reports outlining nurse case management activity.The reports should include claim number, description of service, hourly rate includingcase management, travel time, and mileage.8. Contractor shall provide experienced nurse case managers dedicated to the City's accountand capable of handling workers' compensation cases in California. It is desirable to havecase managers maintain certications in occupational health (COHN) and/or certied c a s e managers (CCM). It is mandatory that nurses maintain a registered nurse (RN)certification.9. Contractor shall ensure that all nurses have current training in the California MedicalTreatment Utilization Schedule (MTUS) and other evidence-based medical treatment a n d disability guidelines (ODG), utilization review, and training on the provisions of SB 863 ting medical treatment and reporting. This includes Independent Medical Review, treatment limitations covered by (LC 4604.5 (c) (2), LC 4600 (c), LC 4600 (h), LC 4610 (g) (6), LC 4610 (g) (7), new reporting forms such as Physician's Return to Work and Voucher Report (DWC-AD form 1011.33.36), Request for Authorization for Medical Treatment (DWC) Performance Measure The City and Contractor shall agree upon a regular performance evaluation based on the performance elements presented in the vendor's proposal. Contractor must provide additional reports to the City's Workers' Compensation Unit as required, without incurring any extra costs.

Attachment 1 to Exhibit B Payment Product/Service RateTelephonic Case Management $95.00Field Case Management$102.00

SUPPLEMENTAL CONTRACT
(Rev. 11-1-19)
Approval Recommended By: Approved As To Form By: Project Manager City AttorneyApproved By: Attest:____________________________________Contractor City ClerkApproved By: , City of Sacramento

Sacramento City CouncilJune 27, 2023

Sacramento City Council
June 27, 2023