PROFESSIONAL SERVICES AGREEMENT
FOR THIRD PARTY WORKERS' COMPENSATION CLAIMS ADMINISTRATION
BETWEEN
THE CITY OF SANTA ANA AND ADMINSURE, INC.
This "Professional Services Agreement Between the City of Santa Ana and Adminsure, Inc. ("Agreement") is made and entered into this 2nd, day of December, 2025, by and between the City of anta Ana, California, a California Municipal Corporation (the "City") and Adminsure, a Californi orporation ("Consultant). The City and Consultant are sometimes hereinafter referred to individuall as a "Party" or collectively as the "Parties". The Parties enter into this Agreement with reference to the following:
Recitals
A. City needs a qualified third party to whom to delegate the responsibilities and duties of administering the City's self-insured workers' compensation claims program; B. City desires to engage Consultant to provide Workers' Compensation Claims Administration services;
C. Consultant recently participated in a Request for Proposal ("RFP") for the same services with the City of Newport Beach and was selected through this REP process; D. The City's purchasing procedures allow the City to piggyback off a successful RFP process through another government entity for the same services; and E. Consultant possesses the necessary skills, experiences, training, and certifications to provide the professional services set forth in this Agreement.
NOW, THEREFORE, in consideration of the performance by the Parties of the covenants and conditions herein contained, the City and Consultant hereby agree as follows:
Terms and Conditions
Consultant Services.
Consultant agrees to perform any and all work necessary to supervise and administer the workers' compensation claims program for the City, represent the City in all matters related to the investigation, adjustment, processing, supervision and resolution of workers' compensation claims filed against the City, and provide to the City during the term of this Agreement all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference (collectively, the "Services").
2. Consultant Compensation and Schedule of Payment.
a. Consultant will accept as payment and City agrees to pay for all services rendered pursuant to this Agreement, the monthly fees set forth below:
Dates Covered Monthly Charges
911/2025 - 6/30/2025 $57,866.00
7/1/2026 - 6/30/2027 $60,760.00
7/1/2027 - 6/30/2028 $63,798.00
7/1/2028 - 6/30/2029 $66,988.00
b. The total amount to be expended during the term of this Agreement shall not exceed two million eight hundred seventy-seven thousand two hundred and twelve dollars and zero cents ($2,877,212.00).
c. The Parties agree and acknowledge that services rendered since September 1, 2025 are intended to be paid through this Agreement.
d. Payment Schedule. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures.
City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's accounts) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. e. Inspection of Books and Records. Upon request by City, Consultant shall provide time records and back up data and records verifying project costs and expenses, including out of pocket third party expenses.
Term. The term of this Agreement is for a period of three and a half (3 ½) years, commencing on December 2, 2025 and terminating on June 30, 2029.
Termination.
a. The City may terminate this Agreement at any time, without cause, with ninety days' written notice.
b. The City may terminate this Agreement for cause upon providing the Consultant thirty (30) days written notice if:
(i) if the Consultant breaches any provision of this Agreement and does not cure such breach within ten (10) days after written notice of the breach is given by the City; (ii) in the event the Consultant's services, in the judgment of City, are unsatisfactory;
(iii) in the event of the Consultant's failure to prosecute the work with diligence or within the time limits specified in the contract documents and Consultant fails to cure this breach within ten (10) days of being advised of the breach;
(iv) failure to procure or maintain insurance as required by this Agreement; or
(v) in the event of bankruptcy, whether voluntary or involuntary, of Consultant.
C. The Consultant may terminate this Agreement in the event that the City is delinquent in paying any invoices for a period in excess of sixty (60) days. Termination shall be effective thirty (30) days after notice is received by mail at the City's office unless the City has remedied said failure(s) to the satisfaction of the Consultant.
d. If this Agreement is terminated without cause, Consultant shall be paid for the reasonable value of the Services provided up to the time of such termination or suspension. From and after Consultant's receipt of notice of termination, Consultant shall use all reasonable efforts to minimize project costs and expenses, except to the extent the City's notice requested that certain services are continued.
Confidentiality.
If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City.
6. Ownership of Records and Work Product.
a. All claim data is owned by the City. All claim electronic files, loss reports, payroll information, and other documents and materials, and all transactional level electronic data in the requested format, shall be delivered to the City upon termination of this Agreement. b. All products of undertaking and completing the Services and Consultant's duties hereunder including, but not limited to, the study results, reports, drawings, photographs, photo simulations, maps, plans, renderings, specifications, analyses, surveys, data, computer printouts, programs and sofiware, and all supporting documentation of such programs prepared in the performance of the Services shall be the property of City, and shall be delivered to City before final payment and the completion of performance or any earlier termination under this Agreement.
Indemnification.
a. The Consultant agrees to indemnify, defend and hold harmless the City, and/or their respective officers, members, agents, and employees from any and all loss, liability, claim, demand, cause
of action or suit, of any and every kind and description, arising or resulting from, or in any way connected with, Consultant's performance and/or non-performance of the Services required by this Agreement including, but not limited to, liability for inaccurate data, loss or dissemination of data, whether intentional or inadvertent. The Consultant shall, upon demand by the City, as applicable, and at its sole cost and expense, defend and provide attorneys acceptable to the City, as applicable, to defend the City, and/or their respective officers, officials, employees and agents from and against any and all loss, liability, claim, demand, cause of action or suit, of any and every kind and description, arising or resulting from, or in any way connected with, Consultant's performance and/or non-performance of the Services required by this Agreement. If the City provides its own defense against any such action or suit, the Consultant shall reimburse the City for all reasonable attorney fees and other costs incurred by the City. b. The Consultant agrees to indemnify, defend and hold harmless the City, and/or their respective officers, members, agents, and employees from any and all loss, liability, claim, demand, cause of action or suit, of any and every kind and description, arising or resulting from, or in any way connected with, any tines, fees, penalties or Medicare reimbursements required to be paid as a result of the Consultant's failure to timely report any Medicare-eligible judgments, awards, or settlements, or for failure to adequately protect Medicare's conditional or future medical payments. c. City agrees to defend any demand, claim, or legal action commenced against the Consultant regarding a matter or incident allegedly caused by or resulting from wrongful or negligent acts of their respective officers, employees, agents, or others engaged by the City, and to indemnify the Consultant against any liability, loss, cost, or damage, including attorney's fees, resulting there from.
Intellectual Property Indemnification
Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement.
9. Insurance.
Consultant agrees to obtain and maintain through the term of this Agreement insurance coverages as set forth in the attached Exhibit B and incorporated herein by reference.
10. Non-liability of City Officials. No City representative shall be personally liable to the Consultant, or any successor in interest of Consultant, in the event of any default or breach by the City, or for any amount which may become due to the Consultant or any successor, or on any obligation under the terms of this Agreement.
11. Independent Consultant.
Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be
provided in a manner consistent with all applicable standards and regulations governing such services.
Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. The Consultant shall agree to indemnify, defend and hold harmless the City for any action or proceeding related to Consultant's employees or agents' independent Consultant status.
12. Employment Practices.
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.
13. Conflicts of Interest.
a. Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement.
b. No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including appointed board and commission members, as defined under the City's Municipal Code, whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Consultant or have any other direct or indirect financial benefit or interest in this Agreement. c. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full-time employee for one-year from date of employee separation except for any CalPERS retiree as authorized by City Council resolution d. The Consultant must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Consultant warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Consultant hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it must immediately make full written disclosure of such facts to the City. Full written disclosure must include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement.
e. Consultant covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported (in whole or in part) by City funds stemming from the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in subsections (b) and (c) above.
14. Force Majeure.
a. "Force Majeure" means any cause beyond the reasonable control of a party, including but not limited to act of God, civil or military disruption, fire, strike, flood, riot, war, or inability due to the aforementioned causes to obtain necessary labor, materials, or facilities.
If any Party hereto is delayed or prevented from fulfilling its obligations under this Agreement by Force Majeure, said Party will not be liable under this Agreement for such delay or failure, nor for damages or injuries resulting directly from the inability to perform scheduled work due to Force Majeure.
C. Consultant shall be granted an automatic extension of time commensurate with any delay in performing scheduled work arising from Force Majeure. Consultant agrees to resume such work within three (3) days after the Force Majeure has subsided enough to do so.
15. Assignment. Neither Party shall assign or transfer its interest in this Agreement or any part thereof without the written consent of the other Party.
16. Exclusivity and Amendment.
This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein.
17. Waiver of Breach.
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
18. Notice. Whenever it shall be necessary for either Party to serve notice on the other respecting this Agreement, such notice shall be served by personal delivery or by certified mail addressed at the following address, unless and until different addresses may be furnished in writing by either Party to the other and such notice shall be deemed to have been served within seventy-two (72) hours after the same has been deposited in a United States Post Office by certified mail or has been delivered personally, and shall be valid and sufficient service of notice for all purposes:
If to City: City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax 714-647-6956
With courtesy copies to:
Executive Director - Human Resources Agency
City of Santa Ana
20 Civic Center Plaza (M-24)
P.O. Box 1988
Santa Ana, California 92702
Fax 714-647-6930
and
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
Fax 714-647-6515
If to Consultant: Adminsure
Attention: Alithia Vargas-Flores
3380 Shelby Street
Ontario, CA 91764
19. Governing Law and Venue. This Agreement shall be construed and enforced pursuant to the a vor to fian of paltenin Bout paries fuse are that of to County, alimir yal be br this Agreement.
20. Professional Licenses.
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.
21. Attorneys' Fees. Each Party shall also bear its own attorneys' fees and all costs related to the preparation of this Agreement. In the event any Party to this Agreement brings suit to enforce any provision of this Agreement, or is required to defend an action relating to any provision of this Agreement,
the non-prevailing Party agrees to pay the prevailing Party such court costs and attorneys' fees as the court deems just.
22. Advice of Counsel. Each of the Parties acknowledges that it has received or has had the opportunity to receive independent legal advice from an attorney with respect to the advisability of making this Agreement and with respect to the advisability of executing this Agreement.
23. No Reliance on Outside Parties. Each of the Parties acknowledges that it has not relied upon any statement or representation by any other Party or any representative of any other Party, in making or executing this Agreement, except as expressly stated herein.
24. Authority. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, in to in chen especi and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
25. Counterparts. This Agreement may be signed in counterparts and compiled into one agreement to make an original.
26. Amendment. This Agreement cannot be amended or modified except by an instrument in writing signed by both Parties.
Interpretation. Should it be necessary for a court to interpret this Agreement, the Parties agree that it has been prepared by a joint effort of all Parties. Accordingly, only the fair meaning of the words shall be used in any interpretation hereof.
28. Severability. The provisions of this Agreement are severable and if one or more provisions or subcomponents should be determined to be unconstitutional, illegal or judicially unenforceable, in whole or in part, then, unless such unenforceability would make it impossible to effectuate the original intent of the Parties, the remaining provisions or subcomponents hereof shall remain binding and enforceable.
29. Expression of Entire Agreement. This Agreement constitutes a single, integrated written contract, and as such, expresses the entire Agreement of the Parties with respect to the matters contained herein and supersedes all prior negotiations, discussions, correspondence and other communications regarding the terms and conditions hereof.
IN WITNESS WHEREOF, the City, and Consultant hereto have executed this Agreement on the date first above written.
CONSULTANT
Adminsure, Inc. [Signatures continue on the next page]
By: Slithea argas ne?
Alithia Vargas-Flores
Its: President
ATTEST: CITY OF SANTA ANA
Jennifer L. Hall Alvaro Nuñez
City Clerk City Manager
APPROVED AS TO FORM:
SONIA R. CARVALHO RECOMMENDED FOR APPROVAL:
City Attorney
By: Laura A. Rossini For Schnaider
Laura A. Rossini Lori Schnaider
Chief Assistant City Attorney Executive Director of Human Resources
Exhibit A
Scope of Services
Scope of Services
Third Party Administration of
Workers' Compensation Claims Program
CLAIMS ADMINISTRATION
The Consultant shall comply with all performance standards of the City's liability pool and an xcess insurers. The Consultant shall also have the authority and responsibility to provide claim administration services, which include:
A. Establishing an electronic claim file and computer database record upon receipt of an injury report.
B. Setting and updating reserves.
C. Initiating and maintaining contact with injured workers or their attorneys.
D. Arranging for investigation.
E. Determining compensability.
F. Preparing and issuing benefit notices, if applicable.
G. Arranging for medical treatment and medical services from clinics, facilities, pharmacies, hospitais, specialists, and other vendors as necessary.
H. Performing all utilization review services through MedReview, communicating decisions to approve, modify, delay or deny medical treatment in accordance with State law.
I. Monitoring disability status by reviewing medical reports and contacting doctors for updates.
J. Auditing and reviewing all medical bills through MedReview and paying all properly adjusted medical bills in a timely and accurate manner.
K. Paying mileage or medical reimbursements to injured workers.
L. Paying temporary disability compensation when appropriate to do so or advising the City of the need to adjust payroll records when salary continuation is applicable.
M. Arranging medical exams in conformance with State law to determine whether an injured worker's medical condition is permanent and stationary (reached Maximum Medical Improvement/MMI) and what, if any, permanent disability exists.
N. Paying the permanent disability compensation in accordance with the law.
O. Arranging for attorney representation of the City whenever the need arises subject to final approval of the City.
P. Monitoring attorneys and assisting them in preparing cases.
Q. Auditing and paying legal expenses subject to authorization of payment by the City.
R. Arranging for vocational rehabilitation services when appropriate, monitoring vocational rehabilitation consultants and assisting them as necessary.
S. Auditing and paying vocational rehabilitation expenses.
T. Attending all hearings that are required by law or where requested by the City.
U. Preparing and issuing Vocational Rehabilitation/Supplemental Job Displacement Benefits (SJDB) notices.
V. Preparing and issuing the permanent disability compensation notices.
W. Comply with all legal requirements including but not limited to, the California Labor Code.
X. Pursuing subrogation when there is a viable third party subject to authorization by the City.
Y. Notifying the City, the City's liability pool when required by the Memorandum of Coverage and excess insurers when applicable of all claims which exceed or may exceed the self-insurance retention; maintaining a liaison among the City, the liability pool, and their excess insurers on matters affecting the handling of such claims and arranging for reimbursement to the City of losses in excess: of its self insurance Z. Obtaining settlement authority from the City and negotiating settlement on appropriate claims.
AA. Closing claim files when appropriate to do so.
BB. Participating when necessary in the interactive process or other medical legal assessments which may affect open claims.
CC. Participating fully in any audit performed by the City or by a third party of the City.
DD. Providing Medicare required reporting.
EE. Providing requested information to the City within twenty-four (24) hours and on the same day when involving critical issues.
OBLIGATIONS OF THE CITY
The City shall:
A. Submit all reports of work injury to the Consultant in a timely manner not to exceed two business days of the City's knowledge of the injury.
B. Respond to the Consultant's requests for information and authority within five days of such requests.
C. Provide information that is accurate and is in a form specified by the Consultant.
D. Grant settlement authority, where the City deems it appropriate to do so, to the Consultant in advance of WCAB, Rehabilitation, and legal hearings, or be available by phone or in person during same.
CHECKING ACCOUNT
The City and the Consultant agree that:
A. The City shall establish and maintain a checking account from which all Workers' Compensation benefits and expenses are to be paid.
B. The Consultant shall prepare checks and issue those checks directly to payees without delay.
C. The Consultant shall sign checks with a facsimile signature or manually.
D. The Consultant shall secure checks in a locked area accessible to a limited number of personnel.
E. The Consultant shall keep an accurate statement of all payments made from the account and will provide information on payments made from the account when requested by the City.
F. The City shall maintain an adequate balance in their checking account to meet all Workers' Compensation obligations without delay.
•
G. The checking account may be used to pay penalties in which case the Consultant shall reimburse the City within fifteen (15) working days for any amount of the penalty which the Consultant caused.
ELECTRONIC DATA PROCESSING
A. The Consultant shall provide the City with electronic data processing services that will allow for the production of loss experience and transaction reports within ten (10) days following the close of each calendar month
3. Notify the City immediately of any unauthorized breach of City's information container in Consultant's electronic data system and/or computer system
REGULATORY REPORTING
The Consultant shall prepare all reports required by State and Federal regulatory agencies (if any n connection with the Program, including the Self-Insurer's Annual Report required by th Department of Self-Insurance Plans.
RECORDS
The Consultant shall establish and maintain electronic claim files, claim logs, transaction documents and all other records associated with the Program. These records shall be the property of the City. Unless this Agreement is cancelled, closed hard files, if any, shall be stored by the Consultant for five (5) years and shall thereafter become the responsibility of the City. Upon cancellation of this Agreement, the City shall be responsible for maintaining and storing all data, records, et cetera. The Consultant shall not dispose of or destroy hard files without the prior, written authorization of the City.
The City shall allow the Consultant to perform all Bill Review Services through MedReview. Bill review fees are at $9.00 per bill. Preferred Provider Organization fees shall not exceed 25% of savings when applicable.
The City shall allow the Consultant to perform all Utilization Review Services through MedReview. Utilization review fees are incorporated into medical bill review invoices at the rate of 7% of billed charges. The maximum utilization review fee charged per medical bill is capped at $750.00. Utilization review by a physician is billed separately in 10-minute increments, at the rate of $200.00 per hour.
ALLOCATED EXPENSES
The City shall pay for field investigation, defense attorneys, legal costs, remote photocopy. engineering experts, accident reconstruction experts, process servers, messenger service, cour reporters, vocational rehabilitation consultants, structured settlement consultants, translators, and any other vendor necessary to administer claim files. Payment of expenses in excess of $150,000
PENALTIES
The Consultant shall be responsible for paying or appealing penalties that are caused by the Consultant. The Consultant shall not be responsible for penalties that are caused by the City or any third parties. The Consultant will advise City in writing immediately of any penalties that are levied against the City for any reason and prior to paying such penalties.
Exhibit B
Insurance Requirements
Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant.
MINIMUM SCOPE AND LIMIT OF INSURANCE
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence and $4,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies.
2. Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance, provided that such policy is endorsed for business use and provides coverage with a minimum limit of $1,000,000. Required policy limits can be met with primary and umbrella/excess insurance policies.
3. Workers' Compensation (WC): as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, policy or employee, for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance.
4. Professional Liability (PL) /Errors and OmissionsE&O): with limits no less than $2,000,000 per occurrence or claim, and $4,000,000 aggregate.
5. Cyber Liability (CL): Insurance, with limits not less than $2,000,000 per occurrence or claim and $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, and release of private information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.
6. Technology Professional Liability-Errors and Omissions Insurance (E&O):
appropriate to the Consultant's profession and work hereunder, with limits not less than $2,000,000 per occurrence and $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Consultant in this agreement and shall include, but not be limited to, claims involving business interruption, damage to or destruction of electronic information, and alteration of electronic information. The policy shall provide coverage for Consultant's failure to provide professional services and/or products under this Agreement. The Policy shall include, or be endorsed to include, damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of Customer in the care, custody, or control of Consultant.
If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.
Other Insurance Provisions
The above required insurance policies are to contain or be endorsed to contain the following provisions:
1. City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant's CGL and AL policies, with respect to any liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, equipment, and personnel furnished in connection with such work or operations.
2. Consultant's Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of Consultant's CGL, AL, and WC policies which arise from work performed by Consultant under this Agreement
3. For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it.
4. A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability.
5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment of premium.
6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: (Luisa Mendoza, Acting Risk Manager), City of Santa Ana, Human Resources Agency, 20 Civic Center Plaza, P.O. Box 1988, M-24, Santa Ana, CA 92701.
The name and location of project must be included in the Description of Operations section of each certificate.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City.
Verification of Coverage
Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them.
City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.