Loading...
HomeMy WebLinkAboutStaff Report 2410-3663CITY OF PALO ALTO CITY COUNCIL Monday, April 14, 2025 Council Chambers & Hybrid 5:30 PM     Agenda Item     8.Approval of Professional Services Contract Number C25191738 with Sedgwick Claims Management Services in an Amount Not to Exceed $612,840 for Administration of Workers Compensation Benefits through June 30, 2025; CEQA Status – Not a Project. 5 8 0 8 City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Human Resources Meeting Date: April 14, 2025 Report #:2410-3663 TITLE Approval of Professional Services Contract Number C25191738 with Sedgwick Claims Management Services in an Amount Not to Exceed $612,840 for Administration of Workers Compensation Benefits through June 30, 2025; CEQA Status – Not a Project. RECOMMENDATION Staff recommends that Council approve and authorize the City Manager or their designee to execute Professional Services Contract No. C25191738 (Attachment A), with Sedgwick Claims Management Services, to provide interim administration services for Workers Compensation Benefits through June 30, 2025 and to cover outstanding invoices with a total amount not-to- exceed amount of $612,840. BACKGROUND Workers’ compensation is a state-mandated benefit program that provides medical care and disability benefits to employees injured on the job. It ensures that employees receive necessary medical treatment and financial support for work-related injuries. Additionally, this program protects the City from legal liability and lawsuits related to workplace injuries and ensures compliance with state laws and labor code. An effective workers compensation program ensures employees get the services, treatment, and diagnosis they need for a healthy recovery to return to their jobs providing service to the community. The purpose of this report is to seek approval for an interim contract for the administration of employee workers compensation claims for the City of Palo Alto. ANALYSIS This professional services contract is essential to ensure the continuation of claim handling services for currently open employee workers compensation injury claims. Workers Compensation laws require expert claim handling that is best administered by a team of third- party claims representatives. The approval of this contract with Sedgwick Claims Management Services is for a 7-month period, starting on December 1, 2024. This agreement will compensate Sedgwick for services already rendered to date in Fiscal Year 2025 as well as ensure effective administration of current and new claims up to the end of June 2025. 5 8 0 8 Using a third-party administrator to handle workers compensation claims is essential because the specialized claims examiners have certified expertise to navigate complex claims processes and medical guidelines. Additionally, claims examiners stay up to date on new laws, court decisions, medical procedures and prescription drugs. Their day-to-day work is supported by established systems that expedite claims processing, minimizing downtime for injured employees. Human Resources staff has recognized the value of utilizing a third-party administrator for workers compensation claim services and the continuation of these essential services is critical to effectively administer both current and new claims. Human Resources (HR) has completed a Request for Proposals (RFP) competitive solicitation as required by the City’s municipal code. HR initiated the RFP process in January 2023, concluded its selection process and Council approved the new vendor contract with Innovative Claims Solutions on March 24, 2025. During the RFP process, the existing Sedgwick contract expired, and staff worked through an exemption process to ensure continuity of service. In addition, the RFP evaluation and contract completion took longer than anticipated. •Duration: 7 months contract or until the new administrator is fully operational. •Scope of Services: Administration of all workers compensation claims, including: o Claim intake and processing o Coordination with medical providers o Communication with injured employees o Reporting to State Workers Compensation Appeal Board and compliance management o Payment processing to medical providers; as well as disability benefit payments required by State law and other expenses FISCAL/RESOURCE IMPACT 1 1 Staff report # 2410 – 3664: Approval of Professional Services Contract #C25187148 with Innovative Claims Solutions (ICS) in an Amount Not-To-Exceed of $760,886 to provide Third-Party Administration of Workers’ 5 8 0 8 •Cost of 7-month interim Contract & File Transfer to New Vendor: $182,008 •Lump-sum for Incurred Charges (June 2023 – November 2024): $430,832 o Covered Under Old Exemption PR 185896: $260,256 o Covered Under New Exemption PR 191738: $170,576 •The total NTE for the 7-month contract plus the incurred charges is $612,840 o $307,970 will be charged to FY 2024 funds while the remaining $304,870 will be charged to FY 2025 funds. STAKEHOLDER ENGAGEMENT As part of the interim contract and RFP process, key stakeholders including Human Resources, Administrative Services, the City Attorney’s Office, and the third-party administrator collaborated to ensure current services have not been interrupted. HR outlined requirements, while Administrative Services directed the contracting process and documentation. HR will continue to work with these stakeholders through the new contract process. ENVIRONMENTAL REVIEW Council action on this item is not a project as defined by CEQA because adopting a revised salary schedules and compensation plan is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. CEQA Guidelines section 15378(b)(5). ATTACHMENTS Attachment A: Sedgwick Claims Services, INC; Contract C25191738 APPROVED BY: Sandra Blanch, Human Resources Director Compensation Benefits for a Period of 9 months with an option to renew for up to four additional years. CEQA status: Not a Project. Professional Services C/36022 Rev. Jan 29, 2024 Page 1 of 27 CITY OF PALO ALTO CONTRACT NO. C25191738 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF PALO ALTO AND SEDGWICK CLAIMS MANAGEMENT SERVICES, INC This Agreement for Professional Services (this “Agreement”) is entered into as of the 1st day of December, 2024 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and SEDGWICK CLAIMS MANAGEMENT SERVICES, INC., an Illinois Corporation, located at 8125 Sedgwick Way, Memphis, TN, 38125 (“CONSULTANT”). The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference: RECITALS A. CITY intends to administer the Worker’s Compensation Program (the “Project”) and desires to engage a consultant to perform services in connection with the Project (the “Services”, as detailed more fully in Exhibit A). B. CONSULTANT represents that it, its employees and subconsultants, if any, possess the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY, in reliance on these representations, desires to engage CONSULTANT to provide the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”. D. Per the Assignment and Assumption Agreement dated September 3, 2019, Contract No. C22183996, CITY and CONSULTANT entered into Contract No. C17167840, which began on July 1, 2017 and expired on June 30, 2022, pursuant to which CONSULTANT administered the Worker’s Compensation Program. E. After the expiration of the Contract No. C17167840, CONSULTANT continued to administer the Worker’s Compensation Program (“Extended Services”). F. CITY wishes to acknowledge Extended Services performed by CONSULTANT outside of the term of Contract No. C17167840. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree as follows: SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from December 1, 2024 through June 30, 2025 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement. Docusign Envelope ID: C69C16B5-6D2A-4A7E-B4C0-1762E9EB9DE0 Professional Services C/36022 Rev. Jan 29, 2024 Page 2 of 27 SECTION 3. SCHEDULE OF PERFORMANCE. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. 4.1 The City agrees to make an initial upfront payment in acknowledgement of the work performed as Extended Services in the amount of Four Hundred Thirty Thousand Eight Hundred Thirty-Two Dollars and Forty-Six Cents ($430,832.46.). CITY and CONSULTANT agree that CITY has no other responsibility or obligation to CONSULTANT related in any way to the Extended Services. 4.2 The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C titled “COMPENSATION,” and Exhibit C-1 “SCHEDULE OF RATES” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed One Hundred Eighty-Two Thousand Seven Dollars and Fifty Cents ($182,007.50), for a total Not-to-Exceed of Six Hundred Twelve Thousand Eight Hundred Thirty-Nine Dollars and Ninety-Six Cents ($612,839.96). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the Services performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbu rsable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptabl e invoice. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it, its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any Docusign Envelope ID: C69C16B5-6D2A-4A7E-B4C0-1762E9EB9DE0 Professional Services C/36022 Rev. Jan 29, 2024 Page 3 of 27 manner the Project or the performance of the Services or those engaged to perform Services under this Agreement, as amended from time to time. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. Reserved. SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the Services requested by CITY under this Agreement. CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT will be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities related to CONSULTANT’s performance of the Services, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT’s provision of the Services only, and not as to the means by which such a result is obtained. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. NEITHER PARTY shall assign or transfer any interest in this Agreement nor the performance of any of the party’s obligations hereunder without the prior written approval of the other party. Any purported assignment made without the prior written approval of the other party will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties. SECTION 12. SUBCONTRACTING. Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the Services to be performed under this Agreement without the prior written authorization of the City Manager or designee. In the event CONSULTANT does subcontract any portion of the work to be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and omissions of subcontractors. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Lisa Wilson, email: Lisa.Wilson@sedgwick.com as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day- to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s Project Docusign Envelope ID: C69C16B5-6D2A-4A7E-B4C0-1762E9EB9DE0 Professional Services C/36022 Rev. Jan 29, 2024 Page 4 of 27 Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property. CITY’s Project Manager is Vanda McCauley, Human Resources Department, 250 Hamilton Avenue, Palo Alto, CA, zipcode: 94303, Telephone: (650) 329-2582. CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. All work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement exclusively for CITY by CONSULTANT, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work p roduct available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services. SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to negligent performance or negligent nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its officers, employees, agents or contractors under this Agreement. Docusign Envelope ID: C69C16B5-6D2A-4A7E-B4C0-1762E9EB9DE0 Professional Services C/36022 Rev. Jan 29, 2024 Page 5 of 27 16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. 16.4. The parties agree that in no event shall CONSULTANT’s liability under this Agreement exceed the insurance coverage required in Section 18 (Insurance). IN NO EVENT SHALL CONSULTANT BE LIABLE FOR ANY LOSS OR DAMAGE TO REVENUES, PROFITS OR GOODWILL OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND RESULTING FROM ITS PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT OR RESULTING FROM THE FURNISHING, PERFORMANCE, USE OR LOSS OF USE OF ANY SOFTWARE, SYSTEM, SITE, OR DELIVERABLE PROVIDED TO CITY HEREUNDER, INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OF BUSINESS, OR FOR ANY DAMAGES OR FINES ARISING FROM ANY ACTS OR OMISSIONS OF CITY SUBCONTRACTOR, EVEN IF CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 29.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or fu rther exercise of any right or remedy. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall obtain a policy endorsement including CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, including CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the general liability insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. Docusign Envelope ID: C69C16B5-6D2A-4A7E-B4C0-1762E9EB9DE0 Professional Services C/36022 Rev. Jan 29, 2024 Page 6 of 27 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed by the Consultant under this Agreement. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of termination if CONSULTANT has not cured such failure within a reasonable amount of time as determined by CITY after such notice. Upon receipt of any notice of suspension or termination, CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination. CONSULTANT may terminate the Agreement at any time by providing sixty (60) days prior written notice to CITY. Should CITY fail to pay according to Section 5 (Invoices), CONSULTANT shall then have the right to terminate this Agreement immediately. 19.2. In event of suspension or termination, CONSULTANT will deliver to the City Manager within a reasonable amount of time of the effective date in the notice of suspension or termination, any and all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed, prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such work product is the property of CITY, as detailed in Section 14 (Ownership of Materials). 19.3. In event of suspension or termination, CONSULTANT will be paid for the Services rendered and work products delivered to CITY in accordance with the Scope of Services up to the effective date in the notice of suspension or termination; prov ided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s Services provided in material conformity with this Agreement as such determination is made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30. 19.4. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made in accordance with Section 17 (Waivers). SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 Docusign Envelope ID: C69C16B5-6D2A-4A7E-B4C0-1762E9EB9DE0 Professional Services C/36022 Rev. Jan 29, 2024 Page 7 of 27 With a copy to the Purchasing Manager To CONSULTANT: Attention of the Project Manager, Lisa Wilson, at: 1101 Creekside Ridge Drive, Suite 100 Roseville, CA 95678 With a copy to: General Counsel – America 8125 Sedgwick Way Memphis, TN 38125 CONSULTANT shall provide written notice to CITY of any change of address. SECTION 21. CONFLICT OF INTEREST. 21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California, as amended from time to time. CONSULTANT agrees to notify CITY if any conflict arises. 21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time. SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA. 22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. 22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under this Agreement. Docusign Envelope ID: C69C16B5-6D2A-4A7E-B4C0-1762E9EB9DE0 Professional Services C/36022 Rev. Jan 29, 2024 Page 8 of 27 SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall make every reasonable effort to comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby incorporated by reference and as amended from time to time. CONSULTANT shall make every reasonable effort to comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and, third, recycling or composting waste. In particular, CONSULTANT shall make every reasonable effort to comply with the following Zero Waste requirements: (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable- based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall make every reasonable effort to provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060. SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS. 26.1. This Project is not subject to prevailing wages and related requirements. CONSULTANT is not required to pay prevailing wages and meet related requirements under the California Labor Code and California Code of Regulations in the performance and implementation of the Project if the contract: (1) is not a public works contract; (2) is for a public works construction project of $25,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or Docusign Envelope ID: C69C16B5-6D2A-4A7E-B4C0-1762E9EB9DE0 Professional Services C/36022 Rev. Jan 29, 2024 Page 9 of 27 (3) is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j). SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For purposes of this Section 27, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. (Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects, certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”. This Project is not a 9204 Public Works Project. SECTION 28. CONFIDENTIAL INFORMATION. 28.1. In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose. CONSULTANT will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement, or substantially similar terms. Notwithstanding the foregoing, with written agreement from CITY, CONSULTANT may compile and disseminate aggregate, de-identified information for auditing, compliance, internal assessments, process improvement and related analytics, benchmarking purposes or forward to a data collection facility data for claims handled pursuant to this Agreement, provided that such facility agrees in writing to keep CONSULTANT’s data confidential. 28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code Section 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY. 28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that for such instances other than in the ordinary course of performance of the Services, CONSULTANT will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing so), to give CITY an opportunity to oppose or otherwise respond to such order. Docusign Envelope ID: C69C16B5-6D2A-4A7E-B4C0-1762E9EB9DE0 Professional Services C/36022 Rev. Jan 29, 2024 Page 10 of 27 28.4. CONSULTANT will notify City promptly upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control that compromises the confidentiality, security, or integrity of the Confidential Information, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time. 28.5. Prior to or upon termination or expiration of this Agreement, CONSULTANT will honor any request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT. 28.6. CITY shall, to the extent permitted under applicable law, maintain the confidentiality of CONSULTANT’s evidence of financial stability. CITY shall notify CONSULTANT in the event CITY receives any request for any CONSULTANT such information. SECTION 29. MISCELLANEOUS PROVISIONS. 29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions. 29.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 29.4. This Agreement, including all exhibits, constitutes the entire and integrated agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and undertakings, either oral or written. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as amended from time to time. 29.5. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in full force and effect. 29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control. 29.7. The provisions of all checked boxes in this Agreement shall apply to this Agreement; the provisions of any unchecked boxes shall not apply to this Agreement. 29.8. All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement. Docusign Envelope ID: C69C16B5-6D2A-4A7E-B4C0-1762E9EB9DE0 Professional Services C/36022 Rev. Jan 29, 2024 Page 11 of 27 29.9. This Agreement may be signed in multiple counterparts, which, when executed by the authorized representatives of the parties, shall together constitute a single binding agreement. SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is selected below, is hereby attached and incorporated into this Agreement by reference as though fully set forth herein: EXHIBIT A: SCOPE OF SERVICES EXHIBIT B: SCHEDULE OF PERFORMANCE EXHIBIT C: COMPENSATION EXHIBIT C-1: SCHEDULE OF RATES EXHIBIT D: INSURANCE REQUIREMENTS THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED. Docusign Envelope ID: C69C16B5-6D2A-4A7E-B4C0-1762E9EB9DE0 Professional Services C/36022 Rev. Jan 29, 2024 Page 12 of 27 CONTRACT No. C25191738SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the date first above written. CITY OF PALO ALTO ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee SEDGWICK CLAIMS MANAGEMENT SERVICES, INC Officer 1 By: Name: Ed Peel Title: Vice President Corporate Council Officer 2 By: Name: Michael Shook Title: Vice President Corporate Council Docusign Envelope ID: C69C16B5-6D2A-4A7E-B4C0-1762E9EB9DE0 Professional Services C/36022 Rev. Jan 29, 2024 Page 13 of 27 EXHIBIT A SCOPE OF SERVICES CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”. Notwithstanding any provision herein to the contrary, CONSULTANT’s duties and services described in this Scope of Services shall not include preparing or assisting CITY with any portion of CITY’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting , including with respect to any subsequent phase of this project. CONSULTANT’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by CONSULTANT pursuant to this Scope of Services. I. INTRODUCTION CITY is permissible self-insured for workers’ compensation in the State of California through a combination of self-insurance (Certificate #7102) and excess coverage. Under this Scope of Services, CONSULTANT, shall administer the Workers’ Compensation Program of CITY, related to such obligations in accordance with the terms of this agreement. The intent of this Scope of Services is to insure that CITY and CONSULTANT agrees on the service levels outlined herein this agreement in an effort to maintain the highest customer service standards to the benefit of the City’s employees. II. CLAIMS MANAGEMENT CONSULTANT agrees: A. To examine, on behalf of CITY, all reports of industrial injury or illness relating to CITY employees and reported to CONSULTANT; B. To engage the services of person(s) or firm(s), upon approval from CITY, for services relating to the investigation and defense of claims, subject to the conditions set forth in this Agreement at th e expense of CITY; C. To determine in a timely and accurate manner, on behalf of CITY, what benefits, if any, should be paid or rendered under the applicable workers’ compensation laws in each reported claim; D. To pay compensation, medical expenses, Allocated Loss Expenses, and other benefits as prescribed by law out of funds provided by CITY; E. To maintain a claim file on each reported claim which shall be available to CITY at all times for inspection and to conduct, at a time and frequency to be determined by the City, claim file reviews with CITY at a location to be determined by CITY; F. To aggressively handle subrogation claims against responsible parties in order to preserve CITY’s right to recovery; Docusign Envelope ID: C69C16B5-6D2A-4A7E-B4C0-1762E9EB9DE0 Professional Services C/36022 Rev. Jan 29, 2024 Page 14 of 27 G. To consult with and advise CITY on any matter arising in conjunction with the business of CITY which involves the subject matter of this Agreement; H. To provide all necessary forms and supplies for the efficient operation of the Workers’ Compensation Program, including customized checks bearing CITY name and seal, and to prepare and file all legally required forms and documents; I. To ensure that the claims examiner shall be able to appropriately handle CITY claims, the claims examiner shall not be assigned a caseload in excess of one hundred fifty (150) open indemnity (or equivalent weighted) claims. J. CITY shall be notified prior to any staffing changes with any claims person assigned to the account. In the event that CONSULTANT at any time during this agreement, intends to reassign any claims person assigned to the account, CONSULTANT shall notify CITY prior to reassignment of any staff member and allow CITY to be involved in the decision-making process. In addition, CITY shall retain the right to participate in the selection of the senior and assistant examiners assigned to the account; K. In the event that CITY, at any time during the term of this agreement, is dissatisfied with any claims person assigned to the account, CITY will notify CONSULTANT of their dissatisfaction. If after 60 days from notification, CITY is still dissatisfied, CONSULTANT shall remove said person assigned immediately upon receiving written notification from CITY of the desire for the removal of such person; L. To provide CITY with computer system -generated loss runs, case reports, risk management reports and any other claim related reports requested by CITY, at a frequency to be determined by CITY; M. To biannually provide a loss report for claims that have had no activity for the previous six months; N. To provide monthly, a comprehensive claims detail report as described by CITY one week or less after the end of the reporting period; O. To coordinate Bill Review services, to review all medical, hospital and drug bills and to assist CITY with cost control, designating industrial medical clinics and hospitals which will provide CITY with a preferred provider (PPO) discount at fees less than the Industrial Fees Schedule (IFS), and to provide an itemized list of all medical savings resulting from this program, at a frequency to be determined by CITY; P. To, coordinate Utilization Review services consistent with ACOEM guidelines and the California Labor Code to monitor frequency, duration and appropriateness of all services during the claim life, and to provide an itemized list of all medical savings resulting from this program, at a frequency to be determined by CITY; Q. To subscribe to and pay on behalf of CITY, enrollment in the Index Bureau System on behalf of CITY, for workers’ compensation claims in California and to report to the Index Bureau each and every Indemnity claim filed; R. To provide toll-free “800" telephone numbers for employees of CITY to contact regarding questions or concerns regarding claims information, website for online new claim reporting; S. To provide a complete and detailed electronic conversion of all claims data at any if needed. Docusign Envelope ID: C69C16B5-6D2A-4A7E-B4C0-1762E9EB9DE0 Professional Services C/36022 Rev. Jan 29, 2024 Page 15 of 27 T. To coordinate Pharmacy Benefit Management program and include summary information such as costing in Stewardship report; and, U. At the beginning of each fiscal year, determine new “S.M.A.R.T.” (Specific, Measurable, Achievable, Relevant, Time Sensitive) goal or metric representing performance to be included in Stewardship report. III. SPECIAL CLAIMS HANDLING SERVICES 1. CONSULTANT agrees to provide the following Special Claims Handling Service: A. To establish Indemnity of Lost Time Claims within five (5) days upon receipt of the Employers First Report of Injury (Form 5020) from CITY; The definition of an Indemnity Claim shall be an industrial injury or illness claim for which any of the following benefits are claimed: 1. Temporary Disability 2. Permanent Disability 3. Life Pension 4. Death; B. To confer with the CITY’s Risk Manager or Senior HR Administrator regarding questions, reports, or issues concerning claims and to assist City department managers and supervisors regarding questions, concerns, or issues involving employee claims; C. To immediately notify the Risk Manager, by providing a copy of a Reserve Computation Sheet, of any reserve changes over twenty-thousand dollars ($20,000.00); D. To review and obtain advance notice and approval by Risk Manager or Senior HR Administrator of any Claim Denials; E. To close Medical Only Claims within twelve (12) months from the date of injury, exceptions to this requirement shall be reported to CITY; F. To consistently maintain a high level of customer service with CITY staff and injured employees; G. To promptly acknowledge receipt of voicemail and email messages; H. To promptly furnish the Risk Manager or Senior HR Administrator with all required material papers, which consist of but shall not be limited to: Applications and Other Legal Documents Work Restrictions Letters from Defense Counsel Private Investigation Reports and Summaries Benefit Notices Delay and/or Denial of Claim Notices Medical Reports, as needed, in cases involving an Industrial Disability Retirement; Docusign Envelope ID: C69C16B5-6D2A-4A7E-B4C0-1762E9EB9DE0 Professional Services C/36022 Rev. Jan 29, 2024 Page 16 of 27 I. To submit for approval and closure within five (5) days of receipt of written notice, all undisputed Advisory Ratings; J. To provide CITY a monthly check register. These reports will be emailed no later than ten (10) days following the end of each month to CITY Payroll team; K. To provide Quarterly, accurate OSHA log 300 reports; L. To establish controls and procedures to manage and control the cost of defense; M. To take enhanced efforts to identify possible fraudulent claims, including recorded statements from injured worker and discussions with witnesses and supervisor; N. To confer with the Risk Manager or Senior HR Administrator as conditions arise: To approve a Vocational Rehabilitation Plan for injuries prior to 1/1/04 To refer a claim to a law firm or attorney To approve surveillances, sub rosa, or other investigations To obtain settlement authority over fifteen-thousand dollars ($15,000.00); IV. SPECIAL CLAIMS HANDLING CONSULTANT will request CITY to provide the following claims handling response as needed: A. To promptly report to CONSULTANT all incidents of employee industrial injuries or illnesses; B. To promptly forward to CONSULTANT all applications, reports, notices, or any legal correspondence pertaining to claims administration; C. When applicable, to make all attempts possible to assign employees to modified duty pursuant to CITY of Palo Alto Workers’ Compensation Modified Duty Policy; D. To make available to CONSULTANT funds for the payment of benefits or services for industrial injuries or illnesses; E. To pay all Allocated Loss Expenses defined as: all losses incurred in the adjustment, handling, settlement, of claims, including litigation expenses; and F. To pay CONSULTANT all service fees as prescribed and included in Exhibit C. V. PROGRAM MANAGEMENT A. CONSULTANT’s Claims Supervisor shall be responsible for the following: 1. Review and assign all new claims; 2. Review to determine if referral to outside investigation firm is appropriate. Supervisor will document each review whether investigation is conducted or not; 3. Review to determine if referral to defense counsel is appropriate when any of the following occur: Docusign Envelope ID: C69C16B5-6D2A-4A7E-B4C0-1762E9EB9DE0 Professional Services C/36022 Rev. Jan 29, 2024 Page 17 of 27 a. Notification of applicant attorney representation b. Suspected fraud c. Subrogation d. Filing of 132A or Serious and Willful Misconduct e. Need for legal discovery or depositions, etc f. Issues that may need to be resolved by the WCAB g. Claims involving presumptions h. Claims with incurred value over $25,000 The supervisor will document every claim file in which one or more of the above criteria exists indicating whether or not the claim should be referred to defense counsel and the reasoning for the referral; 4. Oversee the development of the action plan in those cases in which various alternatives may be appropriate. Supervisor will contact CITY of Palo Alto by telephone or email to communicate the need to consider alternative action plan options and solicit their input and/or concurrence; 5. File review meetings will be coordinated with CITY staff and claims staff on a quarterly basis and may include additional meetings with City department heads; and 6. Establish a personal relationship with the primary medical vendors used by the City of Palo Alto and maintain a professional rapport and ongoing communication. CONSULTANT’s Senior Claims Examiner shall be responsible for the following: 1. To make initial contact with all injured workers by telephone within twenty-four (24) hours (and in any event no later than forty-eight (48) hours following the date. CONSULTANT receives an indemnity claim from the City to explain benefits and obtain medical history, prior workers' compensation claim information and any other pertinent information. Follow-up phone contact shall be made with the injured worker every two (2) weeks thereafter provided the injured worker remains off work and unrepresented by council. All telephone contacts must be documented in the claim file. 2. To contact injured workers by telephone when any of the following occurs, unless the injured worker is represented: a. Explain the delay process when claims are placed on delay; b. Explain the reason for denial when a claim is denied; c. Explain permanent and stationary findings, permanent disability and ratings. 3. To contact CITY on delay claims to determine action plan; 4. The claims examiner shall adhere to the following three-tier system: a. Schedule the most appropriate medical treatment utilizing the designated medical scheduling service or authorized physicians as needed or upon City request: 1. Physical therapy treatment shall only be authorized at facilities located in Palo Alto unless otherwise approved by the Risk Manager or Senior HR Administrator; Docusign Envelope ID: C69C16B5-6D2A-4A7E-B4C0-1762E9EB9DE0 Professional Services C/36022 Rev. Jan 29, 2024 Page 18 of 27 2. In order to expedite proper diagnosis of an injury, the claims examiner shall have the discretion to authorize initial diagnostic tests such as MRI’s, CT Scans, and nerve conduction studies without referral to Utilization Review; b. Employees on lost time status shall be closely monitored and returned to modified work status as soon as medically possible. Claims examiners should aggressively pursue a release to modified duty for all CITY employees through written and verbal communication with the medical provider. c. Employees on modified work status shall be returned to their usual and customary duty status as soon as medically possible. 5. In all cases, the claims examiner must attempt to gain and maintain medical control of cases unless a physician’s statement is on file or a written change in treating physician is provided by the applicant; and, 6. Medical only claims shall be transferred to Claims Examiner handling Indemnity claims if injured employee has not returned to full status after six months of working modified duty. VI. PENALTIES Penalties imposed by the Workers’ Compensation Appeals Board (WCAB), the Department of Industrial Relations, the Division of Workers’ Compensation, the Federal Government, or any judicial forum or quasi- judicial forum in the State of California, arising out of the denial of claims shall be the responsibility of the City if imposed as a result of actions taken by CONSULTANT at the express direction of CITY. Penalties imposed as a result of improper denial of claims shall be the responsibility of CONSULTANT if no formal request for denial was obtained by the Risk Manager. Penalties imposed as a result of either party’s failure to comply with the administrative rules, regulations and the Labor Code of the State of California shall be the responsibility of the culpable party. CONSULTANT shall provide CITY with a quarterly accounting of all penalties paid by CONSULTANT on behalf of CITY, including a listing of each penalty payment and the specific claim file to which the penalty payment was charged. Penalties shall be paid out of CITY’s benefit account and CONSULTANT shall then reimburse the City within thirty days (30) of the issuance of the penalty and fines report, for those penalties and fines which are the responsibility of CONSULTANT under the terms and conditions of this Agreement. Docusign Envelope ID: C69C16B5-6D2A-4A7E-B4C0-1762E9EB9DE0 Professional Services C/36022 Rev. Jan 29, 2024 Page 19 of 27 EXHIBIT B SCHEDULE OF PERFORMANCE All work as specified in Exhibit “A” Scope of Services shall be scheduled by the City’s Project Manager on an ongoing basis for the term of this Agreement. Docusign Envelope ID: C69C16B5-6D2A-4A7E-B4C0-1762E9EB9DE0 Professional Services C/36022 Rev. Jan 29, 2024 Page 20 of 27 EXHIBIT C COMPENSATION CITY agrees to compensate CONSULTANT for the Services performed in accordance with the terms and conditions of this Agreement, including Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4 of the Agreement), based on the monthly rate schedule attached as Exhibit C-1. In addition, CITY agrees to make a payment in acknowledgement of the work performed as Extended Services in the amount of $430,832.46. CITY and CONSULTANT agree that CITY has no other responsibility or obligation to CONSULTANT related in any way to the Extended Services. The compensation to be paid to CONSULTANT under this Agreement for all Services, Extended Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. REIMBURSABLE EXPENSES CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time/overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in-house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder. Reimbursable expenses, if any are specified as reimbursable under this section, will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are: NONE up to the not-to-exceed amount of: $0.00. Docusign Envelope ID: C69C16B5-6D2A-4A7E-B4C0-1762E9EB9DE0 Professional Services C/36022 Rev. Jan 29, 2024 Page 21 of 27 EXHIBIT C-1 SCHEDULE OF RATES CONSULTANT’s schedule of rates is as follows: Monthly Charge $24,572.50 One Time File Transfer Charge $10,000 The following services are charged to the claim file as service is utilized. Allocated expenses: The claim fees agreed to shall include all costs incurred by Consultant in handling claims submitted except those costs normally referred to as “allocated expenses.” These expenses will be billed to the individual claim file when incurred. In some cases, Consultant engages subcontractors to assist us in providing services. In order to hold down the cost to our clients, Consultant may have arrangements with these subcontractors to cover expenses for certain activities, including but not limited to development of integrated data systems, account management, quality oversight and ongoing projects that improve penetration and efficiency for our examiners. These cooperative service agreements are not transactional-based and are not dependent on any activity generated by the City. In fact, the flat cooperative service fees remain the same regardless of whether the City uses these vendors on their program or not. Allocated expenses include but are not limited to: • Attorney fees and costs • Hearing representation in lieu of attorney fees, including preparation, travel expenses, attendance and system notations • Court costs and appeal bonds • Cost of providing rehabilitation services • Cost of surveillance activities and other outside investigations • Cost of expert witnesses, accident reconstruction specialists or any other specialist necessary for the investigation and/or defense of a claim • Cost incurred to obtain statements, photographs, records, transcripts, depositions, digital call recordings, etc. • Cost of inspections, appraisals, repair management, rental/replacement, etc. • Cost of independent medical exam • Cost of medical bill review, PPO, managed care and other similar programs • Cost of medical experts, peer review, UR, case management, pre-certifications and medical necessity evaluations • Cost of translation services Docusign Envelope ID: C69C16B5-6D2A-4A7E-B4C0-1762E9EB9DE0 Professional Services C/36022 Rev. Jan 29, 2024 Page 22 of 27 • Medicare reporting and compliance services fees and costs • Index filings • Cost of vocational evaluations, vocational services, training or other vocational activities • Cost of outside assistance necessary to prepare or protect the City's subrogation right or Special Disability Trust Fund claim • Expenses for travel to depositions, mediations, arbitrations, hearings or other legal proceedings at the City's request or as required by law or rule of a federal, state or local agency Consultant managed care All claims administration fees and services contemplate the deployment of Consultant’s managed care services for all bill review and case management services. These rates shall increase by three percent (3%) annually: Service Rate Medical bill review State fee scheduling/usual, customary and reasonable; state reporting $9. 53 per bill Provider networks PPO networks/out-of-network services 29% of savings California statewide medical provider network (MPN) (all California bills) $19.50 flat rate per bill Telephonic clinical services Telephonic case management (TCM): • Telephonic nurse case manager • Surgery nurse case manager Evaluation and recommendation: $160 1-30 days: $407 Every 30 days thereafter: $324 Behavioral health specialist $140 per hour Customized nurse services $140 per hour Utilization review (UR) and physician advisor UR $160 per review Physician advisor/peer review $285 per review Physician review of records $285 per hour Docusign Envelope ID: C69C16B5-6D2A-4A7E-B4C0-1762E9EB9DE0 Professional Services C/36022 Rev. Jan 29, 2024 Page 23 of 27 Service Rate Physician advisor appeal $370 per review Complex pharmacy management Pharmacy nurse management/pain coaching: $125 per hour Physician and PharmD management (as needed): $295 per hour Field case management (FCM) Medical FCM: Full field $144 per hour, plus direct expenses Urgent/catastrophic case management: $195 per hour Crisis care RN $195 per hour FCM tasks: - One visit clinical assessment $765 flat fee - Limited assignment task $140 per hour - Specialty task services: life care plan, expert testimony, customized services $195 per hour Vocational and work placement solutions Transitional work placement (at not-for-profit) $927 for placement or no-show Return to work (RTW) specialist $115 per hour (1) Telephonic RTW Workplace consultation - program/policy design and planning $216 per hour, plus direct expenses Vocational — full FCM $140 per hour, plus direct expenses Vocational field tasks: - Vocational assessment/testing $1,010 flat fee - Labor market survey $680 flat fee - Automated transferable skills analysis $380 flat fee - Job analysis or ergonomic evaluation $840 flat fee Clinical consultation services Docusign Envelope ID: C69C16B5-6D2A-4A7E-B4C0-1762E9EB9DE0 Professional Services C/36022 Rev. Jan 29, 2024 Page 24 of 27 Service Rate Clinical consultation Standard (24x7x365 access to nurse): $98 per call Premium (standard plus option of blended intake or limited customization): $113 per call Advanced (premium plus option to customize workflows): $123 per call* *Level of customization may warrant additional fees Consultant managed care administrative services Lien resolution 28% of the below fee schedule savings subject to minimum fee of $135 and cap of $7,500 per lien Expert witness testimony or hearing representation charged at $135 per hour plus direct expenses Consultant standard medical card No charge; customization starts at $3,600 Mandatory state panel postings Included in Consultant bill review program fees Non-mandatory state panel postings $9.50 per panel SIU Service Fees: The charges set forth below are the current fees for the services listed, and these fees may change from time to time upon sixty days prior written notice to City: Service name Price Research services Social media investigation $325 Smart plus investigation $550 Comprehensive background $625 Canvassing services $250 Skip tracing/individual locate $315 Asset check $225 Criminal and civil check $135 plus cost of records Additional counties or names: $75 (per county or name) Records request $100 plus cost of records Social media monitoring $25 per week of monitoring Other research services Quote upon request Surveillance services Docusign Envelope ID: C69C16B5-6D2A-4A7E-B4C0-1762E9EB9DE0 Professional Services C/36022 Rev. Jan 29, 2024 Page 25 of 27 Service name Price Surveillance $ 100 per hour (portal to portal): All states Mileage charged at IRS standard mileage rate Additional expenses to hourly rate: Report writing (up to 1/2 hour per day at standard surveillance rates) Pre-surveillance investigation: $85 License plate searches: $20 (per search post pre-surveillance) Vehicle Sightings Report (license plate recognition) - $75 Unmanned surveillance $850 per day (three-day minimum) Deployment and extraction of stationary device: $100 per hour: All states Mileage charged at IRS standard mileage rate Video copies $100 per additional copy plus shipping Field services Alive and well check - in person $450: All states Alive and well check - virtual interview $125 Activity check $475: All states AOE/COE Recorded statement Scene investigation Trial/deposition $100 per hour (portal to portal): All states Mileage charged at IRS standard mileage rate International investigations Quote upon request Other field services Quote upon request Assessment services Suspect file review $125 per hour Fraud investigation (includes state reporting) $125 per hour Red flag analytics review $125 per hour Other assessment services Quote upon request Docusign Envelope ID: C69C16B5-6D2A-4A7E-B4C0-1762E9EB9DE0 Professional Services C/36022 Rev. Jan 29, 2024 Page 26 of 27 EXHIBIT D INSURANCE REQUIREMENTS CONSULTANTS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS AS SPECIFIED HEREIN. REQUIRED TYPE OF COVERAGE REQUIREMENT LIMITS EACH OCCURRENCE/ Claim AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE INCLUDED AS AN ADDITIONAL INSURED: CONSULTANT, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONSULTANT AND CONSULTANT’S SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, INCLUDED AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT’S AGREEMENT TO INDEMNIFY CITY. II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING EMAIL: PURCHASINGSUPPORT@CITYOFPALOALTO.ORG III. ENDORSEMENT PROVISIONS WITH RESPECT TO THE GENERAL LIABILITY INSURANCE AFFORDED TO ADDITIONAL INSUREDS: A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR Docusign Envelope ID: C69C16B5-6D2A-4A7E-B4C0-1762E9EB9DE0 Professional Services C/36022 Rev. Jan 29, 2024 Page 27 of 27 CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE CITY OF PALO ALTO SENT TO THE FOLLOWING EMAIL: PURCHASINGSUPPORT@CITYOFPALOALTO.ORG Docusign Envelope ID: C69C16B5-6D2A-4A7E-B4C0-1762E9EB9DE0 Certificate Of Completion Envelope Id: C69C16B5-6D2A-4A7E-B4C0-1762E9EB9DE0 Status: Completed Subject: Complete with Docusign: 3.11.25 Final C25191738 Sedgwick PSA.pdf Source Envelope: Document Pages: 27 Signatures: 2 Envelope Originator: Certificate Pages: 2 Initials: 0 Alice Harrison AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 Alice.Harrison@CityofPaloAlto.org IP Address: 199.33.32.254 Record Tracking Status: Original 3/11/2025 3:24:04 PM Holder: Alice Harrison Alice.Harrison@CityofPaloAlto.org Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: City of Palo Alto Location: Docusign Signer Events Signature Timestamp Ed Peel Ed.Peel@sedgwick.com Vice President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 204.16.30.216 Sent: 3/11/2025 3:47:49 PM Resent: 3/12/2025 7:05:05 AM Viewed: 3/12/2025 7:10:43 AM Signed: 3/12/2025 8:50:35 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Michael Shook Michael.shook@sedgwick.com Senior Vice President Sedgwick Claims Management Services, Inc. Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 50.83.19.227 Sent: 3/12/2025 8:50:37 AM Viewed: 3/12/2025 8:56:35 AM Signed: 3/12/2025 8:56:58 AM Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Sandra Blanch sandra.blanch@cityofpaloalto.org Director, HR & Risk Mgmt Security Level: Email, Account Authentication (None) Sent: 3/12/2025 8:57:02 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Carbon Copy Events Status Timestamp maria patino maria.patino@cityofpaloalto.org City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 3/12/2025 8:57:02 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Lisa Wilson lisa.wilson@sedgwick.com Security Level: Email, Account Authentication (None) Sent: 3/12/2025 8:57:03 AM Viewed: 3/12/2025 5:20:32 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Amanda Garcia amanda.garcia@sedgwick.com Security Level: Email, Account Authentication (None) Sent: 3/12/2025 8:57:04 AM Viewed: 3/12/2025 9:25:15 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 3/11/2025 3:47:49 PM Certified Delivered Security Checked 3/12/2025 8:56:35 AM Signing Complete Security Checked 3/12/2025 8:56:58 AM Completed Security Checked 3/12/2025 8:57:04 AM Payment Events Status Timestamps