cc 2026 AR 06/23 third-party admin of workers' comp claims

ACTION:
____________________________

Clerk/Secretary
Department: Human Resources Item No: C4
Prepared by:

Analisa Holbrook, Risk & Safety Programs Mgr.

Natalie Jacobs, Human Resources Director Meeting Date: June 23, 2026 Approved by: John Conley, City Manager Agenda Location: Consent Calendar S
UBJECT: PROFESSIONAL SERVICES AGREEMENT FOR THIRD- PARTY ADMINISTRATION OF WORKERS’ COMPENSATION CLAIMS
RE
COMMENDATION: Adopt City Council Resolution No. 2026- , awarding a contract to AdminSure, Inc. for the provision of workers’ compensation third-party administration services.

CO
RRELATION TO CITY COUNCIL GOALS: Routine operational item not directly corresponding to a specific City Council goal.

P
RIOR ACTION: On May 25, 2021, adopted City Council Resolution No. 2021-79, awarding a contract to AdminSure, Inc. for the provision of workers’ compensation third-party administration services (Vote: 5-0).

O
n June 14, 2016, adopted City Council Resolution No. 2016- 80, awarding a contract to AdminSure, Inc. for the provision of workers’ compensation third-party administration services (Vote: 5-0).

O
n April 28, 2015, adopted City Council Resolution No. 2015-63, approving the dissolution of the San Diego Pooled Insurance Authority and the distribution of its assets (Vote: 5-0).

O
n September 23, 1986, adopted City Council Resolution No. 86-298, approving the entrance of the City of Vista into the San Diego Pooled Insurance Program Authority (Vote: 5-0).

S
TATEMENT ON THE SUBJECT: In 1986, the City joined the San Diego Pooled Insurance Program Authority (SANDPIPA), a risk-sharing pool comprised of several San Diego County public agencies. As a SANDPIPA member, the City participate d in joint procurement for workers’ compensation third-party administration (TPA) services, resulting in an agreement with Tristar Risk Management for workers’ compensation claims administration.

Fol
lowing the dissolution of SANDPIPA in 2015, the City partnered with the cities of Encinitas, Lemon Grove, and National City to issue a joint Request for Proposals (RFP) for workers’ compensation TPA services. All four cities selected AdminSure. Effective August 2016, the City entered into an agreement with AdminSure for these services through July 31, 2021.

I
n 2021, the City issued an RFP for these same services and subsequently continued service with AdminSure. The current agreement is scheduled to expire on July 31, 2026.

AGENDA
REPORT

CITY COUNCIL

COMMUNITY DEVELOPMENT COMMISSION

SUCCESSOR AGENCY

BUENA SANITATION DISTRICT

JOINT POWERS FINANCING AUTHORITY
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MEETING DATE: June 23, 2026 PAGE 2

SUBJECT: PROFESSIONAL SERVICES AGREEMENT FOR THIRD-PARTY ADMINISTRATION OF WORKERS’ COMPENSATION CLAIMS

In anticipation of the contract expiration, staff recommends entering into a new agreement with AdminSure through the City’s cooperative purchasing authority, in lieu of conducting a separate formal bidding process, pursuant to Vista Municipal Code section 3.08.060 (C). This section authorizes the City to participate in cooperative purchasing programs with other public agencies, provided the administering agency conducted a competitive procurement process.

The City of Carson issued a competitive RFP for workers’ compensation TPA services and subsequently awarded a contract to AdminSure for a term of August 15, 2025, through August 14, 2030. Staff has reviewed the procurement process and determined t he City of Carson conducted its solicitation in a competitive manner, consistent with the requirements of Vista Municipal Code section 3.08.060(C).

The City has been satisfied with AdminSure’s performance and level of service. Continuing with the current provider will also maintain continuity for employees with existing workers’ compensation claims and minimize operational disruption associated with transitioning claims administration services. Accordingly, s taff recommends approval of an agreement with AdminSure through August 14, 2030 , with an annual fee increase of three percent (3%) throughout the term of the agreement. The proposed annual increase is consistent with industry standards for workers’ compensation third -party administrator agreements and represents a reasonable and customary escalation rate

FISCAL IMPACT: Sufficient funds are included in the Fiscal Year 2026- 27 Operating Budget in the Risk Management/Professional/Consulting Services account (No. 6010150.521000.01402) for the first year of the agreement. Funding for subsequent years will be incorporated through the budget process.

The cumulative contract amount for the term of the agreement is $410,570.40, allocated as follows:

August 1, 2026 – July 31, 2027 $97,134.00
August 1, 2027 – July 31, 2028 $100,049.00
August 1, 2028 – July 31, 2029 $103,051.00
August 1, 2029 – July 31, 2030 $106,143.00
August 1, 2030 – August 14, 2030 $4,193.40
Total $410,570.40

EXHIBITS:

1. City Council Resolution No. 2026- , awarding a contract to AdminSure, Inc. for the provision of workers’ compensation third party administration services.

2. Professional Services Agreement with AdminSure, Inc. 06/23/2026
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RE
SOLUTION NO. 2026-

A RESOLUTION OF THE CITY COUNCIL OF THE CHARTERED CITY OF

VISTA, CALIFORNIA, AWARDING A CONTRACT TO ADMINSURE, INC FOR THIRD-PARTY ADMINISTRATION OF WORKERS’ COMPENSATION CLAIMS The City Council of the City of Vista does resolve as follows:

1. Findings. The City Council hereby finds and declares the following:

A. Pursuant to section 3.08.060.C of the Vista Municipal Code, staff recommends approving a cooperative procurement contract with AdminSure, Inc. for Third-Party Administration of Workers’ Compensation Claims.

2. Action.

A. The contract between the City of Vista and AdminSure, Inc. for Third-Party Administration of Workers’ Compensation Claims is approved, and the Mayor is authorized to execute the contract.

3. Adoption. PASSED AND ADOPTED at a meeting of the City Council of the City of Vista held on June 23, 2026, by the following vote:

AYES:

NOES:

ABSTAIN:

APPROVED AS TO FORM:

WALTER CHUNG, CITY ATTORNEY
By:

APPROVED
Walter C. Chung
20260615101047
JOHN B. FRANKLIN, MAYOR
ATTEST:

KATHY VALDEZ, CITY CLERK
By:
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EXHIBIT 1
Cooperative Procurement Services (No PW) (No RFP)
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ADMINSURE, INC.

COOPERATIVE PROCUREMENT CONTRACT
WORKERS’ COMPENSATION THIRD PARTY ADMINISTRATION SERVICES THIS “CONTRACT” is entered into by and between the “Parties” as of ___________________ (“Contract Date”).

1.0 THE “PARTIES”
The “City”:

CITY OF VISTA, a chartered municipal
corporation
200 Civic Center Drive
Vista, CA 92084
Working Contact: Analisa Holbrook
Billing Contact: Analisa Holbrook
The “Contractor”:

AdminSure, Inc., a California
corporation3380 Shelby Street
Ontario, CA 91764
Contact: Alithea Vargas-Flores

2.0 BASIC TERMS

2.1 Contractor was awarded a contract for workers’ compensation third-party administration services under a competitive bid process from City of Carson on August 15, 2025 (“Originating Agency Agreement”), which is set forth in Exhibit F, and Contractor has offered to provide goods and/or services to the City on the same terms and conditions that were provided to City of Carson, except as otherwise modified herein.

2.2 City is authorized under Vista Municipal Code Section 3.08.060.C, to participate in cooperative purchasing plans, programs, or services. The Originating Agency Agreement expressly allows other governmental agencies, such as City, to utilize it as a cooperative procurement contract.

2.3 Contractor has submitted to City a Proposal to perform certain “Services” dated March 30, 2026 (“Exhibit A”).

2.4 The “Project” for which the Services are required is described in Exhibit A.

2.5 Contractor desires to enter into this “Contract” with City for the Services.

2.6 The “Contract Ceiling Price” is $410,570.40.

3.0 CONTRACT TERM

3.1 This Contract shall take effect August 1, 2026.

3.2 This Contract shall be in effect through August 14, 2030.

3.3 City may terminate this Contract upon 30-days’ written notice to Contractor. In such event, or upon request of City, Contractor shall assemble all City documents in the Contractor's possession, put them in order for proper filing and closing, and deliver the documents to City. In the event of termination, Contractor shall be paid for work performed to the termination date. City shall make the final determination as to the portion of tasks completed and the compensation to be paid.
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EXHIBIT 2
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4.0 SCOPE
Contractor shall perform all Services including, labor, materials, software, supplies, reports, and documents for as may be required from time to time, in accordance with Exhibit A. The Services shall be complete, and all work, material and services not expressly called for in the Proposal which may be necessary to carry out the Contract in good faith, shall be performed by the Contractor at no increase in cost to City. In the event of a conflict between the provisions this Contract text and Exhibit A, this Contract text shall control.

5.0 COMPENSATION

5.1 City shall pay Contractor on a time and material rate as set forth in Exhibit A for the Services to be performed.

5.2 An invoice for payment shall be submitted in a form satisfactory to City. At a minimum, the invoice shall include: the purchase order number, the work order number, a description of the work performed, and a total amount.

5.3 Changes in, additions to, or deductions from the Services, including increases or decreases in the quantity of any item or portion of the Services, shall be set forth in a written change order executed by City and by the Contractor which shall specify:

5.3.1 The changes, additions, and deductions to be made.

5.3.2 The increase or decrease in compensation due the Contractor, if any.

5.3.3 Adjustment in the time of completion, if any.

5.4 Contract Ceiling Price

5.4.1 In no event shall City be liable for paying more than the Contract Ceiling Price for Contractor's services rendered under this Contract.

5.4.2 If it becomes foreseeable that Contractor will need to perform services such that the cumulative total of costs to City will exceed the maximum permitted by this Contract, any such cost overrun will be handled pursuant to the change order procedure in Chapter 3.08. City and Contractor recognize that City lacks authority to exceed the cost ceiling without the express authorization of the City Council. If the maximum cost to City for this Contract is exceeded unexpectedly, payment shall be made as mutually agreeable and disputes shall be handled pursuant to this Contract, but work shall cease as soon as is reasonably feasible once the cost ceiling plus allowable change orders, if any, is exceeded.

5.5 Except as provided in Exhibit A, Contractor shall not be reimbursed for any expenses incurred in rendering services under this Contract.

6.0 CONTRACT DOCUMENTS
The Contract comprises the following documents including all additions, deletions, modifications and appendices and all addenda setting forth any modifications or interpretations of any these 06/23/2026
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documents: the Originating Agency Agreement and Exhibits A–E. In resolving conflicts resulting from any inconsistencies in in any of the Contract Documents, the parties will use the following order of precedence: (1) this Contract and any duly authorized amendments thereto; (2) Exhibits A-E; and (3) the Originating Agency Agreement (Exhibit F).

7.0 TIME FOR COMPLETION AND COMMENCEMENT OF SERVICES
All Services under the Contract must be completed in compliance with the schedule in Exhibit A.

8.0 ASSISTANCE BY CITY
All information, data, records, reports and maps as are in possession of City and necessary for the carrying out of this work shall be available to Contractor without charge. City shall make available to Contractor members of its staff for consultation with Contractor in the performance of this Contract. City does not warrant that the information data, records reports and maps heretofore or to be provided to Contractor are complete or accurate and Contractor should satisfy itself as to accuracy and completeness. City and Contractor agree that City shall have no liability should any information, data, records reports, and maps be inaccurate, incomplete or misleading. Unless provided in Exhibit A, no other assistance shall be provided by City to Contractor.

9.0 STANDARD OF PERFORMANCE

9.1 Contractor represents and warrants that it has the training, qualifications, experience and facilities necessary to properly perform the Services required under this Contract in a thorough, competent and professional manner. At all times Contractor shall faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. In meeting its obligations under this Contract, Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Contractor under this Contract.

9.2 Contractor shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the Term of this Contract. Contractor shall obtain any and all licenses, permits and authorizations necessary to perform the services set forth in this Contract, including any business licenses required by City. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Contractor to comply with this Section.

10.0 CONTRACTOR’S STATUS; CONTRACTOR’S EMPLOYEES

10.1 Contractor shall perform the services provided for herein in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling. Contractor is not to be considered an employee of City, nor shall any employees of Contractor be considered employees of City, for any purpose. Contractor shall be under the direction and control of City staff only as to the results to be accomplished. This Contract is not intended to create the relationship of partnership, joint venture, or association between City and Contractor.

10.2 Contractor represents and warrants that all design professional services, if any, shall be provided by a person or persons duly licensed by the State of California to provide the type of services described in Exhibit A.

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10.3 Neither Contractor, nor any of Contractor's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor may have to any such rights.

10.4 Contractor is aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all of Contractor’s officers, employees, agents and subcontractors that are included in this Contract.

10.5 The payment made to Contractor pursuant to this Contract shall be the full and complete compensation to which Contractor and Contractor’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Contract. Neither Contractor nor Contractor’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. City will not make any federal or state tax withholdings on behalf of Contractor. City shall not be required to pay any workers' compensation insurance on behalf of Contractor.

10.6 Contractor agrees to defend and indemnify City for any obligation, claim, suit or demand for tax, retirement contribution including any contribution to the Public Employees Retirement System (PERS), social security, salary or wages, overtime payment, or workers' compensation payment which City may be required to make on behalf of Contractor or any employee of Contractor, or any employee of Contractor construed to be an employee of City, for work done under this Contract. This is a continuing obligation that survives the termination of this Contract.

11.0 CIVIL RIGHTS

11.1 Contractor agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations hereinafter enacted.

11.2 Contractor shall not knowingly deny an opportunity or benefit, discriminate against or harass, any employee or applicant for employment on account of the person’s race, color, ethnicity, national origin, ancestry, religion, creed, veteran status, physical disability, mental disability, medical condition, marital status, sex, sexual orientation, age, or other status protected from workplace discrimination by state or federal law.

11.3 Contractor shall not knowingly give preferential treatment to any applicant for employment on the basis of race, color, ethnicity, national origin, ancestry, religion, creed, physical disability, mental disability, medical condition, marital status, sex, or sexual orientation.

11.4 This section shall be interpreted in a manner that is consistent with the California and United States Constitutions and applicable state and federal statutes governing workplace discrimination. The terms used in this section shall have the same meaning as defined in state statutes governing the same subject matter.

11.5 Nothing in this section shall be interpreted as prohibiting bona fide occupational qualifications consistent with applicable state and federal law and reasonably necessary to the normal operation of Contractor. Nothing in this section shall be interpreted as prohibiting regulations and policies to prevent nepotism or conflicts of interest. 06/23/2026
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11.6 Nothing in this Section shall be interpreted as prohibiting action taken to establish or maintain eligibility for any federal program, where ineligibility would result in a loss of federal funds to City.

11.7 To the fullest extent permitted by law and without limitation by the other provisions of this Contract relating to indemnification and insurance, Contractor shall also indemnify, defend and hold harmless City, and its directors, officers, employees and agents from and against all liability (including without limitation all claims, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys' fees, court costs, and costs of alternative dispute resolution) resulting from any claim of discrimination or harassment, including but not limited to sexual harassment, arising from the conduct of the Contractor or any of the Contractor’s officers, employees, agents, licensees, or subcontractors. In the event of a discrimination or harassment complaint against any employee, agent, licensee or subcontractors of Contractor or its subcontractors, Contractor shall take immediate and appropriate action in response to such complaint, including, but not limited to termination or appropriate discipline of any responsible employee, agent, licensee or subcontractors. The provisions of this Section survive completion of the services or termination of the Contract.

12.0 CONTROL OF SERVICES
Each Party shall appoint a representative who shall have the authority to represent and act for that Party (“Representative”). Any written or verbal directions or requests of City's Representative delivered to the Contractor’s Representative shall have the same force and effect as if delivered to the Contractor. The Contractor's Representative shall have the authority to sign any change order, coordinate the work of all subcontractors and make other decisions pertaining to the Contract.

13.0 ASSIGNMENT AND SUBCONTRACTING

13.1 Neither this Contract nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of the City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty-five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Contract shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

13.2 Contractor shall be fully responsible to the City for any acts and omissions of Contractor's subcontractor, including persons either directly or indirectly employed by subcontractor, in the event Contractor subcontracts any of the work to be performed under this Contract. Contractor's responsibility under this paragraph shall be identical to Contractor's liability for acts and omissions of Contractor and employees of the Contractor. Nothing contained in this Contract shall create any contractual relationship between City and any subcontractor of Contractor, but Contractor shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this Contract applicable to Contractor's work, unless such change, omission, or addition is approved in advance in writing by the City Manager or the City Manager’s designee. All subcontractors are subject to the prior written review and approval of the City Manager or the City Manager’s designee. 06/23/2026
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14.0 LICENSES
If a license of any kind, which term is intended to include evidence of registration, is required of Contractor, its employees, agents, or subcontractors by federal, state or local law, Contractor warrants that such license has been obtained, is valid and in good standing, and that any required bond has been posted in accordance with all applicable laws and regulations.

15.0 FINANCIAL RECORDS

15.1 Contractor shall maintain any and all documents, ledgers, books of account, invoices, vouchers, canceled checks, or records demonstrating or relating to Contractor’s performance of services pursuant to this Contract or evidencing or relating to expenditures and disbursements charged to City pursuant to this Contract. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Contract. Any and all such documents or records shall be maintained for three years from the date of execution of this Contract and to the extent required by laws relating to audits of public agencies and their expenditures. It is expressly understood and agreed that the provisions of this Section will survive termination of this Contract.

15.2 Any and all records or documents required to be maintained pursuant to this Section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its Representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor's address indicated for receipt of notices in this Contract or the primary location from which services are rendered, whichever is closer.

16.0 OWNERSHIP OF DOCUMENTS

16.1 Upon delivery, the work product, including without limitation, all original reports, writings, recordings, drawings, files, computer code, and detailed calculations developed under this contract, are the property of City. Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and hereby assigns, waives and relinquishes all claims to copyright or other intellectual property rights in favor of City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of Services and that Contractor makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of Services. If Contractor is providing copyrighted, proprietary materials in the performance of the Services, then the intellectual property provisions of Exhibit B shall prevail over the provisions of this section.

16.2 Contractor represents that it has secured all necessary licenses, consents or approvals to use the components of any intellectual property, including computer software, used in the rendering of services and the production of the work product produced under this Contract, and that City has full legal title to and the right to reproduce such materials. The Contractor covenants to defend, indemnify and hold City harmless of any loss, claim or liability in any way related to a claim that they are violating or have violated any federal, state or local laws, or any contractual provisions, relating to trade names, licenses, franchises, patents or other means of protecting interests in products or inventions. Contractor shall bear all costs 06/23/2026
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arising from the use of patented, copyrighted, trade secret or trademarked materials, equipment, devices or processes used on or incorporated in the services and materials produced under this Contract. In case such materials, equipment, devices or processes are held to constitute an infringement and their use is enjoined, Contractor, at its expense, shall: (a) secure for City the right to continue using the materials by suspension of any injunction or by procuring a license or licenses for the City; or (b) modify the materials so that they become non-infringing.

17.0 CONFIDENTIALITY

17.1 Contractor shall treat all information obtained from City in the performance of this Contract as confidential and proprietary to City. Contractor shall treat all records and work product prepared or maintained by Contractor in the performance of this Contract as confidential.

17.2 Contractor agrees that it will not use any information obtained as a consequence of the performance of work for any purpose other than fulfillment of Contractor’s scope of Services. Contractor will not disclose any information prepared for City, or obtained from City or obtained as a consequence of the performance of work to any person other than City, or its own employees, agents or subcontractors who have a need for the information for the performance of Services under this Contract unless such disclosure is specifically authorized in writing by City.

18.0 CONFLICT OF INTEREST REQUIREMENT
Contractor agrees that, to the extent applicable, it shall comply with and be bound by all laws and regulations deriving from the relationship of the Contractor to the City, including the Political Reform Act (Government Codes Section 87100 et seq.) Chapters 2.32 or 2.33 of the Vista Municipal Code, the Community Redevelopment Act (Health & Safety Code 33000 et seq.) and all regulations promulgated thereunder (collectively “Conflict Laws”). As a condition precedent to the formation of this Contract, Contractor warrants and covenants that it is adequately informed regarding the obligations and duties imposed by the Conflict Laws and that to the best of Contractor's knowledge and belief, there exists no conflict of interest (under the laws) that would disqualify the Contractor from participation in any decisions arising out of the performance of this Contract. Prior to commencement of any work in the performance of this Contract, Contractor shall comply with any applicable requirements of Chapter 2.32 of the Vista Municipal Code, including any requirement to file a financial disclosure statement with the City Clerk.

Contractor further agrees that no employee, agent or subcontractor for Contractor shall perform any work for the City pursuant to this Contract which will violate the Conflict Laws.

19.0 PROHIBITION OF FINANCIAL INTEREST BY CITY OFFICIAL Contractor warrants and covenants to City that no City Official has or will have any current or future financial interest in this Contract as of the date approved, nor shall Contractor promise, offer, or enter into any written, oral or implied Contract, to provide any financial interest or remuneration of any kind or manner to any City official with respect to this Contract. For purposes of this Section, the term “City Official” shall mean and include any elected or appointed officer of City, any employee of City, or any spouse or financial dependent of a City official or employee. A violation of this provision shall render this Contract null and void and Contractor shall be subject to restitution of all fees or money paid or earned under this Contract.

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20.0 INDEMNIFICATION

20.1 Contractor shall defend, indemnify and hold City and its officers, officials, employees, and volunteers (collectively, “Indemnitees”) harmless against any and all liability, loss, damage, fine, penalty, expense, claim or cost (including without limitation costs and fees of litigation) of every nature (collectively, “Liability”) arising out of or in connection with this Contract or its performance, including defects in design, except: (1) Liability caused by Indemnitees’ sole negligence or willful misconduct; or (2) for Liability caused by Indemnitees’ active negligence, in which case the indemnity received by Indemnitees shall be reduced by the amount: (i) that Indemnitees’ active negligence contributed to the Liability on a comparative basis; or (ii) such other amount as may be required by law (“Duty of Indemnification”).

20.2 Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Contractor regardless of any prior, concurrent, or subsequent active or passive negligence by the Indemnitees. In the event there is more than one person or entity named in the Agreement as a Contractor, then all obligations, liabilities, covenants and conditions under this instrument shall be joint and several.

21.0 INSURANCE AND BONDS
Contractor shall comply with the insurance provisions set forth in Exhibit C.

22.0 SERVICE OF NOTICE

22.1 Any notice, which either Party may desire to give to the other Party, must be in writing and may be given by personal delivery to the Party’s Representative or by overnight courier service to the Party’s address set forth in Section 1.0. Notice may also be given by mailing it by registered or certified mail, return receipt requested, to the other Party at the address set forth in Section 1.0. Any notice given by mail will be deemed given 48 hours after such notice is deposited in the United States mail, addressed as provided with postage fully prepaid.

22.2 A Party may change its address by giving notice as provided above, and the changed address shall thereafter be deemed to be the address set forth in Section 1.0.

23.0 LABOR LAW COMPLIANCE
California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for worker’s compensation or to undertake self -insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”

24.0 SURVIVAL OF COVENANTS
Contractor’s obligations under Sections 16, 17 and 20 shall survive the termination of this Contract.

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25.0 SPECIAL PROVISIONS
This Contract is subject to, and Contractor shall comply with, the special provisions referenced in Exhibit E, if any.

26.0 EXHIBITS
All documents referenced as exhibits in this Contract, or referenced in an exhibit to this Contract, are incorporated herein.

27.0 APPLICABLE LAW, VENUE
This Contract shall be construed and enforced under the laws of the State of California. If any action is commenced by any Party to this Contract, such action shall be filed in a court of competent jurisdiction within the County of San Diego, California.

28.0 MODIFICATIONS
This Contract contains the entire agreement, between the Parties and supersedes all prior negotiations, discussions, obligations and rights of the Parties in respect of each other regarding the subject matter of this Contract. There is no other written or oral understanding between the Parties. No modification, amendment or alteration of this Contract shall be valid unless it is in writing and signed by all Parties.

[Text continued onto page 10.]

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29.0 EXECUTION
IN WITNESS WHEREOF; the Parties hereto have executed this Contract as of the Contract Date.

“City”

CITY OF VISTA, a chartered municipal
corporation

By:

JOHN B. FRANKLIN, MAYOR

ATTEST:

KATHY VALDEZ, CITY CLERK

By:

APPROVED AS TO FORM:

WALTER CHUNG, CITY ATTORNEY

By:

RISK MANAGEMENT REVIEW:

ANALISA HOLBROOK, RISK MANAGER

By:

“Contractor”

ADMINSURE, INC., a California
Corporation

By:

NAME/TITLE

By:

NAME/TITLE

APPROVED
Beverly Roxas
20260603155304
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Exhibit A

EXHIBIT A
CONTRACTOR’S PROPOSAL

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TPA Fees
Year 1
Year 2
Year 3
Year 4
Year 5
Conversion Fee
MMSEA Fee
Insurance Fee
Services Included
Assumption of tail claims
License fee for VOS
Monthly reports
SIP Annual Report
1099's
DWC-1, posters, pamphlets
Index checking
Attendance at hearings
Storage of claims
Check printing
Banking fees
UR Stat approvals
Filing fees
Correspondence fees
Medical Provider Network
Annual Maintenance Fee
Creation of MPN
MPN Update fees
Other
City of Vista
Pricing Sheet Proposal March 30, 2026
Summary of TPA Fees with Bill Review Services
Cost Matrix
$97,134
$100,049
$103,051
$106,143
$109,328
N/A as we currently provide the City with Services.

No Additional Fee.

Included
Included
Included
Included
Included
Included
Included
Included
Included
Included
If any, at-cost.

Please refer to Utilization Review.

Included
Included
Should the City utilize an
MPN, all MPN fees shall
be at-cost as we will not
add-on any additional fees
to the City's choice of
MPN service provider.

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Medical Bill Review
Per bill
In Patient Medical Fee Schedule
(IMFS)
PPO Network - % of savings fee &
Cap
Pharmacy
U&C Savings
Outpatient
Negotiated
Medical EDI
Duplicates
Other
Nurse Case Management
Early Intervention/Triage
Other
Utilization Review-Med. Management
1st Level Peer Review
Peer to Peer
Other
Optional Response
Set up of Carve Out Process
Ongoing Administration of Carve
Out Process
Other
$11, and .75 cents for e-bill/OCR (when applicable), 3% annual increase.

No additional fee.
27% of PPO/Negotiated Savings, 3% annual increase. There are no PPO/Negotiated fees if there are no PPO/Negotiated Savings. $10k cap.

No additional fee.

Same as PPO.

No additional fee.

Same as per bill.

At-cost as we will not add-on any
additional fees to the City's
choice of service provider.

Per Review-Decision, Non-Physician/Physician: flat fee of 7.5% with $750 cap per bill reviewed - $85 claims, $170 UR/$300 per hour, billed in 10-minute increments; 3% annual increase.

None.

No fee for our internal services; the City's choice of legal consultant/ADR (Carve Out) consultant fee would be at-cost, at the rate of approximately $300 per hour.

None.

Same as above: no fee for our internal services; and the City's choice of legal consultant/ADR (Carve Out) consultant fee would be at-cost, at the rate of approximately $300 per hour. 06/23/2026
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Exhibit B

EXHIBIT B

NOT APPLICABLE TO THIS CONTRACT

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Exhibit C, Page 1 of 3

EXHIBIT C

INSURANCE REQUIREMENTS
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees, or subcontractors. Nothing in these provisions shall limit Contractor’s Duty of Indemnification.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (“CGL”): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products, completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Project/location or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto), with limits no less than $2,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.

Contractor shall also provide the additional coverages checked below and at least as broad as:

4. Professional Liability, with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

If the Contractor maintains higher limits than the minimums shown above, City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: the Contractor shall cause the insurer to reduce or eliminate such deductibles or self-insured retentions as respects City, its officers, officials, employees, and volunteers; or the Contractor shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

1. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of with respect 06/23/2026
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Exhibit C, Page 2 of 3
to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used), unless otherwise approved in advance by City.

2. For any claims related to this Project, the Contractor’s insurance coverage shall be primary insurance as respects City, its officers, officials, employees, and volunteers.

Any insurance or self-insurance maintained by City, its officers, officials, employees, and volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

3. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to City.

Claims Made Policies
If any coverage required is written on a claims-made coverage form:

1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of contract work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective, or start of work date, the Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.

4. A copy of the claims reporting requirements must be submitted to City for review.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A: VII, unless otherwise acceptable to City.

Waiver of Subrogation
Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by the Contractor, its employees, agents and subcontractors.

Verification of Coverage
Contractor shall furnish City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this contract. All certificates and endorsements are to be received and approved by City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. City reserves the right to require 06/23/2026
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Exhibit C, Page 3 of 3
complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.

Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format least as broad as CG 20 38 04 13.

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 circumstances.

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Exhibit D

AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS [Labor Code §§ 1720, 1771.1, 1773.8, 1775, 1776, 1777.5, 1813, 1860, 1861, 3700]

NOT APPLICABLE TO THIS CONTRACT

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00108727 1 Exhibit E

EXHIBIT E

SPECIAL PROVISIONS
This Contract is subject to the following provisions, if checked:

1. State of California grant conditions, as attached.

2. Federal grant conditions, as attached.

3. Other conditions, as attached.

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Exhibit F

EXHIBIT F

ORIGINATING AGENCY AGREEMENT

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CONTRACT SERVICES AGREEMENT
By and Between

CITY OF CARSON
and
ADMINSURE, INC.
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AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF CARSON AND
ADMINSURE, INC.

THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into effective the 15th day of August, 2025 by and between the CITY OF CARSON, a California municipal corporation ("City") and ADMINSURE, INC., a California corporation ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties."

RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described patiicularly in A1iicle 1 of this Agreement.

B. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in A1iicle l of this Agreement, was selected by the City to perform those services.

C. Pursuant to the City of Carson's Municipal Code, City has authority to enter into and execute this Agreement.

D. The Patiies desire to formalize the selection of Consultant for performance of those services defined and described pa1ticularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder.

As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perfonn all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "highest 01007.00012012021.9 -1-
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professional standards" shall mean those standards of practice recognized by one or more first class firms performing similar work under similar circumstances.

1.2 Consultant's Proposal.

The Scope of Service shall include the scope of work from Consultant's proposal which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law.

Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered.

1.4 Licenses. Permits, Fees and Assessments.

Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.5 Familiarity with Work.

By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer.

1.6 Care of Work.

The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence.
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1.7 Further Responsibilities of Parties.

Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.

1.8 Additional Services.

City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent ( 10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.9 Special Requirements.

Additional terms and conditions of this Agreement, if any, which are made a pati hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set fotih in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Five Hundred Ninety-Eight Thousand Eight Hundred Seventy One Dollars and Zero Cents ($598,871.00) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8.
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2.2 Method of Compensation.

The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Consultant's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and ( c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.

2.3 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City.

Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings.

2.4 Invoices.

Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance.

By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person.

City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2.5 Waiver.

Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.
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ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

Time is of the essence in the performance of this Agreement. 3 .2 Schedule of Performance.

Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section.

3.4 Term.

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

The following principals of Consultant ("Principals") are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:

Alithia Vargas-Flores President
(Name) (Title)
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(Name) (Title)
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement.

Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effmi to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

4.2 Status of Consultant.

Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Consultant expressly waives any claim Consultant may have to any such rights.

4.3 Contract Officer.

The Contract Officer shall be Roobik Galoosian, Risk Manager. It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Consultant.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an 01007.0001 2012021.9 -6-
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independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City:
(a) General Liability Insurance (Coverage Form ISO COL CG 00 01 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement, with Employer's Liability insurance coverage limits of at least $1,000,000.00.
(c) Automotive Insurance (Coverage Form ISO CA 00 0 I including "any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less 01007.0001 20120219 -7-
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than $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
(d) Professional Liability. Professional liability insurance appropriate to the Consultant's profession, as determined by the City's Risk Manager, provided that the limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5-year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage.
(e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit "B".
(g) Broader Coverages and Higher Limits. Notwithstanding anything else herein to the contrary, if Consultant maintains broader coverages and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverages and/or higher limits maintained by Consultant.

5.2 General Insurance Requirements.

All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention.

All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer.

No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, ce1tified copies of and endorsements to all required insurance policies at any time. Any failure to comply 01007 0001 2012021.9 -8-
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with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall confonn to the following "cancellation" notice:

CANCELLATION:

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE

CANCELLED BEFORE THE EXPIRATION DATE THEREOF,
THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY

ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER
NAMED HEREIN.
[to be initialed]
City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant's activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant's indemnification liabilities as provided in Section 5.3.

In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City.

5.3 Indemnification.

To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, 01007.0001 2012021.9 -9-
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arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent perfo1mance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
( c) In the event the City, its officers, agents or employees is made a patty to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees.

Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement.

5.4 Sufficiency of Insurer.

Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A-" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City ("Risk 01007.0001 2012021.9 -I 0-
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Manager") due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports.

Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed.

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of 01007.0001 2012021.9 -11-
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ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City.

6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. ( c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant's conduct. ( d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions 01007.0001 2012021.9 -12-
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concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such comi in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Disputes; Default.

In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default.

This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. 7 .3 Retention of Funds.

Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein.

7.4 Waiver.

Waiver by any pmiy to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement.

Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver.

Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 01007.0001 2012021.9 -13-
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7.5 Rights and Remedies are Cumulative.

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

7.6 Legal Action.

In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement.

7.7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant may terminate this Agreement if and only if all of the following criteria are met: (i) City is in default under the terms of this Agreement; (ii) Consultant has given City 30 days' written notice ( or longer, if circumstances warrant) of the default and the reasons for the default; and (iii) City has failed to cure the default within said cure period. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of City's termination without cause pursuant to this Section, the City need not provide the Consultant with the opportunity to cure pursuant to Section 7.2. 7 .8 Termination for Default of Consultant.

If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable effo1is to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 01007.0001 2012021.9 -14-
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7.9 Attorneys' Fees.

If either patiy to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing patty in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest.

Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement. Consultant fmther covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.

No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third patty any money or other consideration for obtaining this Agreement.

8.3 Covenant Against Discrimination.

Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 01007.0001 2012021.9 -15-
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8.4 Unauthorized Aliens.

Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Carson, 701 East Carson, Carson, California 90745 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other patiy of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation.

The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

9.3 Counterparts.

This Agreement may be executed in any number of counterpatis and each of such counterparts shall for all purposes be deemed to be an original, whether the signatures are originals, electronic, facsimiles or digital. All such counterparts shall together constitute but one and the same Agreement.

9.4 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.
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9.5 Severability.

In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City paiiicipate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "non-interests" pursuant to Government Code Sections 1091 or 1091.5. Consultant waiTants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement.

Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third paiiy including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.

Consultant's Authorized Initials~---

9.7 Corporate Authority.

The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is fo1mally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said pai·ty is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates set forth below, with express intent that this Agreement shall take effect on the date first-above written.

Sunny K. Soltani, City Attorney
[b1j, mav]
CITY:

CITY OF CARSON, a California municipal
corpor tion
Date: , 2025 ---------
CONSULT ANT:

ADMINSURE, INC., a California corporation
0 Title: President
Date: -'H',t'dH--4....,..;--'I-+----' 2025
By: __ ..,,_,_,,,......,,11+-i.-~t=-------
Name: Ashl y Sells
Title: Corporate Secretary
Date: Tuly 9_
Address: 3380 Shelby Street
Ontario, CA 91764
, 2025
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: I) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. APPROPRIATE ATTESTATIONS SHALL BE INCLlJDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES 01• INCORPORATION, OR OTHER Rl!LES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates set forth below, with express intent that this Agreement shall take effect on the date first-above written.

ATTEST:

Dr. Khaleah K'. Bradshaw, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
Sunny K. Soltani, City Attorney
[b1j, mav]
CITY:

CITY OF CARSON, a California municipal
corporation
Lula Davis-Holmes, Mayor
Date: , 2025 ---------
CONSULTANT:

ADMINSURE, INC., a California corporation
1/
e: Alithia Vargas-Fl
Title: President
Date:

By: _ __,._
Name: Ashl y Sells
Title: Corporate Secretary
Date: July 9_
Address: 3380 Shelby Street
Ontario, CA 91764
, 2025
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Boa rd, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. APPROPRIATE ATTEST A TIO NS SHALL BE INCLUDED AS MAY

BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULT ANT'S BUSINESS ENTITY.
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.

ST A TE OF CALIFORNIA
COUNTY OF L-OS kNGECE;SOrti"'jC.,,
On iJul't q+~ , 2025 before me, Al &iYI V0~0 . 'I.Jot•llj ·~ p~~~~nally appeared It(~ let S d(s· , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscri ed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESSmy2ffidal~ "
Signature: ~
7 OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.
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CAP A CITY CLAIMED BY SIGNER

INDIVIDUAL

CORPORA TE OFFICER

TITLE(S)
PARTNER(S) 0
□ ATTORNEY-IN-FACT

TRUSTEE(S)

LIMITED

GENERAL

GUARDIAN/CONSERVATOR

OTHER'-----------------
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
01007.0001 2012021.9

DESCRIPTION OF ATTACHED DOCUMENT

TITLE OR TYPE OF DOCUMENT

NUMBER OF PAGES

DA TE OF DOCUMENT

SIGNER S OTHER THAN NAMED ABOVE
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ST A TE OF CALIFORNIA
COUNTY OF LOS ANGELES .JI J.U. "2 .,., '" A\' \L ~
I" l~ \ l'".tvJ l )01 CJ4 \. 1 'TV''°'-
on:Sv \y '1-t~2025 before me, 1-.Jo. <."'I.( •-;?,)d \ ~ p:rsonally appeared\}l\~n,_;3 .. f\C!>(~s , proved to me on the basis of satisfactory evidence to be the erson(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. J e e e e ..., • • e e e e e f

MATTHEW JAMES BURCH
_ - 1-iotary ?ublic • California a:
i w • : San Bernarcino County s:
i <' Commission if 2386506 -
,. My Comm. Expi•es Dec 12, 2025
~ITNESS~my a an gf ial seal.

Signature:~-1---.a,__,-.=.... __ ..........,1-+>'~--~---.....:::-----

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.
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CAPACITY CLAIMED BY SIGNER

INDIVIDUAL

CORPORA TE OFFICER

TITLE(S)
PARTNER(S) 0
□ ATTORNEY-IN-FACT

LIMITED

GENERAL

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER ___________ _
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
01007.0001 2012021.9

DESCRIPTION OF ATTACHED DOCUMENT

TITLE OR TYPE OF DOCUMENT

NUMBER OF PAGES

DA TE OF DOCUMENT

SIGNER S OTHER THAN NAMED ABOVE
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EXHIBIT "A"

SCOPE OF SERVICES
I. Consultant will perform the following Services as a third party administrator ("TPA") for administration of City self-insured workers' compensation claims:

A. Client and Internal Training

1. Provide City with ongoing training, presentations, written communication, and materials/handouts about changing field of Workers' Compensation due to new information, case law, proposed changes, newly enacted Statutes and California Code of Regulations, etc.

2. Provide assistance with developing manuals, policies, and procedures relating to City's Workers' Compensation Program.

3. Provide internal training to Consultant's staff to ensure compliance with Workers' Compensation Laws of California and Workers' Compensation industry's best practices.

B. Quality Control Measures

1. Perform internal audits to ensure compliance with applicable standards and industry best practices, as well as identify and prevent any potential deficiencies in the quality of service provided.

2. Maintain constant communication with all interested parties to ensure quality of service.

3. Forsee, anticipate, and/or identify the issue/matter that may be imminent.

4. Plan/create a strategy - then take action to remedy the issue/matter.

5. Set timelines and timeframes for resolution - track and document results.

6. Follow up to confirm the issue/matter is remedied.

7. Set protocols to minimize and/or eliminate the possibility of the issue/matter reoccurring.

8. Document a clear description(s) of the issue/matter and action(s) that were taken; document the time elapsed between the identification and completed corrective action(s ).

C. Investigation, Subrosa, and Fraud Management
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Upon receipt of an injured worker's claim that caused the City or Consultant to question the validity of the claim, immediately contact the City to discuss red flags, the claim in whole, and desired outcome.

A-1
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D. Claims Management Services
01007.0001 2012021.9

2. 3.

4. 5.

6. 7.

8. 9.

11. Upon receipt of an Employer's Report of Occupational Injury or Illness (Form 5020) and/or Workers' Compensation Claim Form (DWC 1), open/prepare a claim file and contact City to request that appropriate forms from both injured worker and City be provided to Consultant when notification of an injury/illness or incident by any source is first received by Consultant.

Provide injured worker with DWC I Form.

Should Consultant receive a request for a DWC I Form, advise the sender (if the sender is a non-litigated injured worker) to notify City. Immediately contact City so documentation of provision of DWC 1 Form is maintained at City's premises.

Make immediate 3-point contact with City, injured worker, treating medical facility (physician).

Should a party be non-responsive, there will be evidence of at least 3 documented attempts to contact via phone, email, or in writing.

Provide injured worker with an application called AdminSureAssist to help injured worker return to health and work. Once a claim is opened, this feature is activated, and injured workers will be guided through their Workers' Compensation claim and be able to securely communicate with their assigned claims adjuster.

On non-litigated claims, telephone contact will be established with the injured worker upon receipt of notice of a claim and will continue not less than twice a month until the injured worker returns to work.

Provide injured workers with ongoing information, guidance, and assistance at every stage of the claims process.

Within 14 calendar days ofreceipt of a claim form (DWC 1 ), proper notice will be sent to the injured worker notifying of the decision with reference to their claim (acceptance, delay, or denial) and their rights.

If a decision is made to delay a claim file (benefits), an AOE/COE (arose out of employment, in the course of employment) investigation will be initiated, with prior City approval.

Determine which medical facility and/or physician will be best to examine and/or provide medical treatment to the injured worker.

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12. Mail transportation reimbursements and all reimbursements to injured workers within 15 days of request. Mail advance travel expense payments to injured workers at least 10 workdays prior to anticipated date of travel.

13. Obtain Index Claim Searches (ISO) on all lost time claims and claims wherein any disability benefit is due.

14. With City approval, immediately assign (refer) a claim to City-approved investigator.

15. Contact City to discuss all denied and contested ( delayed) claims before any notice is sent or communication is made with the injured worker.

16. Contact City to discuss questionable claims that should be or may be accepted.

17. Maintain active diary of all open claim files for review of current work status, medical status, review of reserves,
investigation/litigation/subrogation status, and plan of action towards claim resolution/settlement, and closure.

18. Within 14 calendar days of initial claim set-up, document initial plan of action.

19. Review lost time claims at least every 14 days, medical-only claims at least every 30-45 days, and Awarded Future Medical claims not less than twice a year for Compromise and Release (C&R) settlement potential and/or administrative closure.

20. Utilize a "No Activity" report every month to identify any files that have fallen off diary.

21. Review future medical claim reserves at least every 180 days.

22. Contact physicians' offices upon notice on all new indemnity claims.

23. Immediately contact City where an injured worker's restrictions are permanent to determine availability of alternative, modified, or regular work. Follow up with City if do not receive a response within 2 weeks.

24. Collaborate with City to comply with laws preventing disability discrimination and assist City to ensure City is meeting obligations under State and Federal Disability Laws.

25. Utilize City's choice of Nurse Case Manager (NCM) provider for claims that require/may benefit from NCM services.

E. Return-to-Work (RTW) Program Management
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1. Collaborate with City to ensure efforts in preventing injuries and returning injured workers back to work are streamlined.

2. Follow up with physicians to obtain return-to-work and/or work restriction( s) status.

F. Litigation Management

1. Obtain City approval prior to any request for legal service and/or referral to City's choice of attorney.

2. Claims adjuster will retain primary responsibility of claim file and provide City with advance notice of depositions, hearings, trials, and related matters.

3. Present all settlement proposals to City to allow sufficient time to Council/Board authority, if applicable.

G. Subrogation Management

1. Within 10 workdays of recognition of subrogation potential, place at-fault party on notice that Consultant will pursue maximum recovery of all benefits and payments made on claim file.

2. Attempt to settle by means of Third Party C&R.

3. Monitor whether there is a need to file Lien or Compliant in lntervention to preserve/protect Statute of Limitations. Obtain City approval prior to filing.

H. Issuing Checks and Benefit Payments (Including Settlements)

1. Process and mail initial indemnity benefit payments and/or notices to injured workers within 14 days of first day of compensable disability.

2. Issue payments for undisputed Awards, computation, or C&R agreements within 10 workdays or sooner if necessary to ensure payment is made within 20 calendar days of W CAB' s approval date.

3. Reimburse City no later than 30 days from even cause penalty assessment and provide any Penalty Reports every month.

4. Review medical bills for reduction in accordance with California Official Medical Fee Schedule (OMFS) and Inpatient Hospital Fee Schedule (IHFS), Preferred Provider Organization (PPO) discounts.

I. Claim Reconciliation

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Reconcile each claim file to ensure all payments have been appropriately made, when a payment is made, at the time of settlement, and at the time of closure.

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J. Financial Management and Positive Pay Services
I. Process payments/checks for all approved expenses and statutory benefits by way of City's Workers' Compensation Trust (Bank) Account.

2. Administer/manage Positive Pay Services.

3. Initiate request for additional funds to be posted to City's account when low balance threshold amount is reached. City has sole discretion in determining what "low balance" amount is.

4. Prepare and issue checks directly to payees.

K. Risk Management Information System (RMIS) and Reports I. City shall have 24/7 /365 on-line, real-time (read only) access to all claims information and report writing capabilities and systems training.

2. Operate RMIS as a 100% web-based claims administration system.

L. Section 111 of Medicare, Medicaid, SCHIP Extension Act (MMSEA) of2007 I. Submit required reports to Centers for Medicare & Medicaid Services (CMS).

2. Serve as City's Account Manager and designated Reporting Agent.

M. Miscellaneous Services
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I. Cost Containment Programs
(a) Utilize City's choice of vendor to contain pharmacy costs. (b) Maintain Reference Medical Provider Networks (MPNs).

2. Loss Control Services
(a) Participate in safety training and other loss prevention efforts.

3. Utilization Review Services
(a)
(b)
Refer a claim for utilization review when a decision to approve a Request for Authorization (RF A) or medical treatment or service request cannot be made at claims adjusting level.

Clerical staff reviews the request, logs it into the database, and provides it to physician/non-physician for review.

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(c) Promptly communication treatment plans and statuses to City, injured workers, and all interested parties.

4. Bill Review Services
(a) Comprehensively review medical bills, reduce every medical bill per OMFS, IHFS, PPO discounts
(b) Provide Explanation of Benefits (EOB) with every bill. ( c) Utilize bill review software with RMIS to perform cost management functions and monitoring capabilities.

5. Client Profile
(a) Maintain City's Client Profile to customize Workers Compensation Program specifically tailored to City's requirements and expectations.

II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City:

A. See Sections 1.1 - 1.2 of this Agreement and Section I of this Exhibit "A." III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City apprised of the status of performance by delivering the following status reports:

A. Provide quarterly file reviews.

B. Provide monthly Penalty Reports, if applicable.

C. Provide monthly litigation status repo11s for each litigated file.

D. Provide status repo11s of subrogation claims and printouts of all payments made to date.

E. Provide transactions reports detailing checks, voided checks, vouchers, and related matters on a basis determined solely by City.

F. Provide bill review reports on a basis determined solely by City.

IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City.

V. Consultant will utilize the following personnel to accomplish the Services:
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A. Alithia Vargas-Flores, President
B. Claudia Joaquin, Workers' Compensation Senior Claims Adjuster C. Kristen Vanscourt, Workers' Compensation Claims Supervisor/Manager Any substitutions of the foregoing personnel utilized to accomplish the Services shall be subject to City approval.
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EXHIBIT "B"

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
(added text is indicated in bold italics, deleted text in strikethrough font) I. Section 2.2, "Method of Compensation," of the Agreement is hereby amended to read as follows:
"2.2 Method of Compensation.

The method of compensation shall be as may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Consultant's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not mrneeded; or (iv) such other methods as may be-specified in the Schedule of Compensation."
II. Section 3.4 ("Term") of the Agreement is hereby amended as follows:
"3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding .five (5) one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D")."
III. Section 9.8, "Further Provisions," is hereby added to the end of Article 9, "Miscellaneous Provisions," of the Agreement to read as follows:
"9.8 Fmiher Provisions.
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(a) Experience and Self-Insurance Certificate. Consultant shall have a minimum of five (5) years' experience administering claims as a claims administrator and hold a Self-Insurance Certificate or become ce1iified within one year of inception of the contract.
(b) Penalties. All penalties incurred because of failure of the Consultant to comply with statutory laws and/or administrative regulations shall be the sole responsibility of the Consultant.
( c) Defense and Subrogation Counsel. The City may choose to select defense and subrogation counsel with input from the Consultant.

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(d) Service Providers. The City reserves the right to approve, disapprove or select any and all service providers including medical case managers, bill review companies, rehabilitation counselors, primary medical treatment in-patient and out patient facilities, physicians, specialists, chiropractors, legal services, investigators, etc.
(e) Subcontracting. Consultant will identify to City any service(s) Consultant intends to sub-contract to others and identify to City the proposed sub-contractors including names, phone numbers and qualifications of the sub-contractor's company. All such services are subject to the requirements of Section 4.5. (f) Claims Audit. The City and/or excess insurer reserve the right to conduct an annual independent Claims Audit paid for by the City and/or excess insurer. (g) Claims Files. All claims files remain the property of the City and will not be disposed of without the City's prior authorization.
(h) Case Nurse Management. The City will elect its preferred nurse case manager after recommendation from Consultant."
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EXHIBIT "C"

SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:

A. Claims Administration Monthly Fixed Fees. The Services shall be performed for a fixed monthly fee as follows (reflecting 3% annual increases), excluding any additional charges that may apply at the claim level as provided in subsections (B) - (C) of this Section I, below):

1. For the first year, August 15, 2025 through August 14, 2026, of this Agreement, $9,400 per month of Services rendered.

2. For the second year, August 15, 2026 though August 14, 2027, of this Agreement, $9,682 per month of Services rendered.

3. For the third year, August 15, 2027 through August 14, 2028, of this Agreement, $9,972.46 per month of Services rendered.

4. For the fourth year, August 15, 2028 through August 14, 2029, of this Agreement, $10,271.63 per month of Services rendered.

5. For the fifth year, August 15, 2029 through August 14, 2030, of this Agreement, $10,579.78 per month of Services rendered.

B. Medical Bill Review Fixed Fees. Medical bill review includes review of Official Medical Fee Schedules (OMFS), In-Patient Hospital Fee Schedules (IHFS), and Out-Patient reviews.
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1. Medical bill review fees are at the rate of $10.75 per bill reviewed/reported and when applicable, plus 75 cents for E-Bill/OCR or $9 per bill for partial bill review services.

2. Preferred Provider Organization (PPO) fees shall not exceed 27% of savings when applicable.

3. There are no additional fees for transmitting medical billing information of behalf of the City to the Workers' Compensation Information System (WCIS) as required by State Law, i.e., Medical Bill Review EDI (Electronic Data Interchange) Reporting and Services.

4. The foregoing fees set forth in this subsection (B) shall be subject to a 3% annual increase, with the first such increase taking effect on August 15, 2026.

Note: The fees set forth in this subsection (B) are not part of the Contract Sum and will be charged and compensated as allocated loss adjustment expenses to the City's actuarially forecasted/budgeted self-insured claim reserves at the claim level, C-1
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rather than via invoices furnished by Consultant pursuant to Section 2.4 of this Agreement.

C. Utilization Review Fixed Fees. The City reserves the right to approve, disapprove, or select any and all service providers including bill review companies.

I. Utilization review by a Physician (Peer and Expe1i) or Non-Physician is for a fee of $300 per hour or up to a rate of7.5% of total charges. The City reserves the right to select either fee option at any time upon written notice to Consultant. The maximum utilization review fee charged per medical bill is capped at $775.

2. Utilization review by an Adjuster is for a fee of $85. Utilization review fees are $125.

3. The foregoing fees set forth in this subsection (C) shall be subject to a 3% annual increase, with the first such increase taking effect on August 15, 2026.

Note: The fees set forth in this subsection (C) are not paii of the Contract Sum and will be charged and compensated as allocated loss adjustment expenses to the City's actuarially forecasted/budgeted self-insured claim reserves at the claim level, rather than via invoices furnished by Consultant pursuant to Section 2.4 of this Agreement.

D. No Fees. No fees shall be charged for the following services:

1. CMS/MM SEA - Internal Services;

2. City online access to all data;

3. All reports (standard and custom/ad hoc reports);

4. Index Claim Search and 1099s;

5. Training and development of special account instructions/procedures and internal banking management;

6. Trainings, meetings, quarterly claim reviews, forms, posters, and pamphlets.

II. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task sub-budget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8.

III. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include, to the extent applicable:

A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate or fixed fee.
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B. Line items for all materials and equipment properly charged to the Services.

C. Line items for all other approved reimbursable expenses claimed, with supporting documentation.

D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services.

IV. The total compensation for the Services shall not exceed $598,871.00 as provided in Section 2.1 of this Agreement.
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EXHIBIT "D"

SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services in a timely manner, in accordance with the applicable provisions of this Agreement and as may be requested by the Contract Officer, on an ongoing basis commencing upon the effective date of the Agreement and continuing throughout the Term.

II. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2.
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Vista City CouncilJune 23, 2026

Vista City Council
June 23, 2026