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HomeMy WebLinkAboutSTERLING HEALTH SERVICES (3)N-2019-252-02 MAYOR Valerie Amezcua MAYOR PRO TEM Jessie Lopez COUNCILMEMBERS Phil Became Johnathan Ryan Hernandez David Penaloza Thai Viet Phan Benjamin Vazquez INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES C-TV-64 CITY CLERK DATE: JAN 2 3 Wit D'. N IP- (.00 Sterling Health Services Attn: Cora Tellez 1932 Cortereal Ave. Oakland, CA 94612 CITY OF SANTA ANA HUMAN RESOURCES 20 Civic Center Plaza • P.O. Box 1988 Santa Ana, California 92702 vaWW.santa-ana.ora November 9, 2023 ACTING CITY MANAGER Steven Mendoza CITY ATTORNEY Sonia R. Carvalho CITY CLERK Jennifer L. Hall Re: Final Extension to Agreement (#N-2019-252) to Maintain Compliance with the Patient Protection and Affordable Care Act. Dear Ms. Tellez, Pursuant to Section 3 ("Term") of the above referenced Agreement, as amended, entered into between Sterling Health Services and the City of Santa Ana, dated November 12, 2019, the time period of the Agreement is further extended for an additional one (1) year period through October 31, 2024. All other terms and conditions of the Agreement remain unchanged and in full force and effect. Sincerely, Ramon Figueroa' Acting Executive Director, Human Resources Agency CITY OF SANTA ANA m ac Interim City Manager APPROVED AS TO FORM Laura A. Rossini Chief Assistant City Attorney Valerie Amezomr Jessie Lopez Thal Viet Phan Mayor Mayor Pre Tem, Ward 3 Wed varrazway5sarm one om siel.Pm;a4santa-ana.om lohanaamla-mmam ATTEST ,,STIIIN�HEALTH SERVICESmxm aAAL By: Sarah Soman Title: Vice President of Review of Operations 69_10I G1a101 F-101 I V LK611P N111 Benjamin Vazquez Phil Be.. JohnalJmn Ryan Hernandez 0e0d Panaloza View Were! 4 Wards Ward bva,mmzyaanla-ana.om pbmcmmeleaanm-anamn jymm nmm.e ®santa-mmara doenal.z Q,ianla-ana om STERLING 1000 Broadway, #250 ,t 800-617-4729 Oaklantl, CA 94607 ® wwwsterlinaadministrationxom ADMINISTRATION- Legal Employer Name: Tax I D #: 95-6000785 of Santa Ana Tax Year: 2023 Total Employees: 1203 PACKAGE SELECTED 0 Sterling: $4,000 Send Sterling your data in Excel format to populate the template for you. ❑ Basic: $3,000 Self -Service —you must populate the Sterling template yourself. ADDITIONAL SERVICES ❑ Control Groups: $1,000/per entity If you are unsure if you area controlled group, check with your CPA. Is information for all entities the same as the information for the parent company? ❑ Yes ❑ No *if no, separate renewal form required for each entity* 0 Print & Mail: $3.75/perform + $300/flat (for groups under 1,000 EEs from May -Dec) Copy of 1095 form mailed to the employee. *Please note E-filing costs are included in the package fees* ❑ Late Renewal: $750 Assessed on Renewal Applications submitted after 11/30/2023. TYPE OF ENTITY ❑ C Corporation ❑ Subchapter ❑ LLC/LLP n Government 1094/1095 FORM INFORMATION Is the employer an ALE? Do you have part time employees? Do you have seasonal employees? State of Organization or Incorporation: ❑ Educational Organization ❑ Partnership/ Sole ❑ Proprietorship Church Organization ❑ Non-profit Organization 0 Yes ❑ No 0 Yes ❑ No 0 Yes ❑ No CA CHOOSE YOUR 4980H AFFORDABILITY SAFE HARBOR ❑ Federal Poverty Line Safe Harbor If you offered employee only coverage that is no more than 9.12% of the Federal Poverty Guidelines, coverage is considered affordable. For 2023, if you offered coverage that did not cost an employee more than $103.28 per month for single coverage, this would be considered affordable. Always look at the employee contributions for the lowest cost plan. ❑ Rate of Pay Safe Harbor If you offered coverage that was no more than 9.12% of the employee's rate of pay at the time offered benefits (normally at the beginning of the plan year), this would be considered affordable. ❑� W2 Safe Harbor If you offered coverage that was no more than 9.12% of an employee's salary for employee only coverage, this would be considered affordable. The W2 amount would be obtained from box 1 in the 2023 W2. PARITY PERIOD LENGTH If an employee terminates from the company and is rehired at a later date, the employee wilt be considered anew hire after a break in service of 4 consecutive weeks (between 4 and 13 weeks). MEDICAL 1' 1 We need medical plan and rate information for the entire calendar year being reported. If you have a plan that renews mid -year, please add this information for both plan years that occurred during that reporting year. Plan Name (i.e. Kaiser HMO): All CaiPERS Health Plans Is this plan offered to all EEs? 0 Yes ❑ No Date of Medical Plan Start: 1/1/2023 End: 1213112023 Plan Type: 0 Fully insured ❑ Self -funded Is coverage offered to: Spouse? • Yes El No Dependents? 0 Yes D No Is spouse coverage conditional? ❑ Yes 0 No Monthly Employee Only Contributions ($): 0.00 Does the plan have banded rates? ❑ Yes 0 No (If yes, please attach information on the plans, i.e. how the plans are banded, the grouping ages, the monthly employee only contribution pergrouping) Is the Actuarial Value of the Plan at Least 60%? 0 Yes ❑ No Does the plan provide minimum essential coverage? 0 Yes ❑ No Waiting Period for Full Time Employees # of days): 60 Plan Name (i.e. Kaiser HMO): Is this plan offered to all EEs? ❑ Yes No Date of Medical Plan Start: End: Plan Type: ❑ Fully insured ❑ Self -funded Is coverage offered to: Spouse? Yes No Dependents? ❑ Yes No Is spouse coverage conditional? Yes ❑ No Monthly Employee Only Contributions ($): Does the plan have banded rates? ❑ Yes ❑ No (If yes, please attach information on the plans, i.e. how the plans are banded, the grouping ages, the monthly employee only contribution pergrouping) Is the Actuarial Value of the Plan at Least 60%? Yes No Does the plan provide minimum essential coverage? ❑ Yes ❑ No Waiting Period for Full Time Employees (# of days): Plan Name (i.e. Kaiser HMO): Is this plan offered to all EEs? ❑ Yes ❑ No Date of Medical Plan Start: End: Plan Type: ❑ Fully insured ❑ Self -funded Is coverage offered to: Spouse? ❑ Yes No Dependents? ❑ Yes ❑ No Is spouse coverage conditional? ❑ Yes ❑ No Monthly Employee Only Contributions ($): Does the plan have banded rates? ❑ Yes ❑ No (if yes, please attach information on the plans, i.e. how the plans are banded, the groupingages, the monthly employee only contribution pergrouping) Is the Actuarial Value of the Plan at least 60%? Yes No Does the plan provide minimum essential coverage? Yes ❑ No Waiting Period for Full Time Employees # of days Do you offer an Individual Coverage HRA (ICHRA)? ❑ Yes 0 No VARIABLE HOUR TRACKING Do you have variable hour employees? ❑ Yes E No (skip to control Groups) An employee is a variable hour employee if, based on the facts and circumstances at the date the employee begins providing services to the employer (the start date), it cannot be determined that the employee is reasonably expected to work an average of at least 30 hours per week. NEW EMPLOYEES Standard Measurement Period End Date Standard Measurement Period End Date Standard Measurement Period End Date ONGOING EMPLOYEES Standard Measurement Period Start Date Standard Measurement Period End Date Admin Period Start Date Admin Period End Date Stability Period Start Date Stability Period End Date Would you like to receive the variable hour employee tracking report? ❑Yes ONo CONTROLGROUPS Are you a controlled group? If you are unsure, check with your CPA. [:]Yes 0 No (skip to Invoicing) List the legal name and Tax ID/EIN of entity under the controlled group below. If any information for an entity is different from the parent company (including but not limited to medical plan information, a separate renewal form is required. COMPANY NAME 1 2 3 4 5 6 7 8 9 10 TAX ID/EIN TT 1111190 Invoice will generate inside the paying party's Sterling Portal. Payment of the renewal fee must be received by Sterling to finalize processing. To pay the renewal fee invoice for this service, login to your Sterling portal and navigate to invoices. 0 Employer ❑ Broker ❑ General Agent APPLICATION AGREEMENT/ SIGNATURE We, the undersigned employer, affirm the accuracy of the information we have provided on this application and further affirm that such information maybe relied upon for the preparation of this service by Sterling and maybe used for other related purposes. We also agree to indemnify and hold harmless Sterling and its officers, directors, employees and agents (each of the foregoing hereinafter referred to as an "indemnified party") from and against any and all actions, liabilities, claim, suits, damages, liens, judgments, losses, fines, penalties, costs, and expenses (including attorneys' fees) arising out of or from the indemnified party's services in connection with the preparation of this service Dated this gth Employer: city of Santa Ana - city Yard Name: Lori Schnaider Signature: Lori Schnaider day of November 20 23 Title: Human Resources Operations Manager Digitally Mired by W Sd nalder Data 2023.11 0916:19:28 -0 8'00' a` , STERLING ADMINISTRATION - ADMINISTRATIVE SERVICES AGREEMENT THIS ADMINISTRATIVE SERVICES AGREEMENT ("Agreement"), effective the First day of your plan year is by and between Sterling Administration ("Sterling"), with principal business and mailing address at P.O. Box 71107, Oakland, California 94612, and your corporation. For purposes of this agreement the terms YOUR CORPORATION will refer to the name listed on page one of the'Employer Application'. WITNESSED THAT: WHEREAS, YOUR CORPORATION, in the interest of providing COBRA, Retiree Billing, ACA or Compliance Products (each, a "Program") Services is desirous of entering into this Agreement with Sterling; WHEREAS, Sterling is desirous of delivering and providing qualified and competent administrative services ("Service" or "Services") through YOUR CORPORATION, as these services are more fully identified in this Agreement; and NOW, THEREFORE, in return for the promises contained in this Agreement, and for other good and valuable consideration, the parties, intending to be legally bound, mutually agree as follows: (1) TIME OF PERFORMANCE. a. Client and Sterling shall provide the Services/Data required under this Agreement during the Term as defined in Section 13 (and thereafter to the limited extent provided in Section 13), unless this Agreement is sooner terminated as provided in this Agreement. (2) INDEPENDENT CONTRACTOR STATUS AND RESPONSIBILITIES. a. In the performance of the Services required by this Agreement, each party shall be an independent contractor with the authority and responsibility to control and direct its own performance and the details of the work and Services required of such party under this Agreement; however, each party shall have a general right to review the Services provided by the other to determine whether, in the reasonable opinion of the first party, the Services being performed by the other are in accordance with the provisions of this Agreement. All persons hired or used by each party shall be that party's employees and agents and the hiring party shall ensure that such persons are trained, qualified, and appropriately licensed to provide Services under this Agreement. Each party shall be responsible for the accuracy, completeness, and adequacy of any and all work and Services performed by its employees and agents and shall ensure that all applicable licensing and operating requirements of federal, state, county, and municipal governments, and all applicable accreditation and other standards of quality generally accepted in the field of such party's activities are complied with and satisfactorily met. Furthermore, each party intentionally, voluntarily, and knowingly assumes the sole and entire liability to its employees, agents, and other persons for all loss, damage, or injury caused by its employees and agents in the course of their employment or engagement. Participation by a party in the performance of Services under this Agreement shall not constitute nor be construed as employment with the other party and shall not entitle a party or its employees, agents, or subcontractors to vacation, sick leave, retirement, or other benefits afforded employees of the other party. Each party shall be responsible for payment of applicable income, social security, and any other federal, state, county, or municipal taxes and fees. (3) SCOPE OF SERVICES a. YOUR CORPORATION has sole and final authority to establish, maintain, control, and manage the operation of the applicable Program. Sterling expressly does not assume any responsibility for the general design of any Program, the adequacy of its funding, or any act or omission or breach of duty by YOUR CORPORATION. Nor is Sterling in any way to be deemed an insurer, underwriter, or guarantor with respect to any benefits payable under any Program. Sterling merely facilitates collection of COBRA premiums and submits to client and does not assume any financial risk or obligation with respect to claims for benefits payable by YOUR CORPORATION under the applicable Program. Funding for any payment on behalf of participants under the applicable Program, including but not limited to, all benefits to participants in accordance with the applicable Program, is the sole responsibility of YOUR CORPORATION, and YOUR CORPORATION agrees to accept liability for, and to provide sufficient funds to satisfy, all payments to participants under the applicable Program. Sterling will hold any funds it receives from participants or YOUR CORPORATION to provide services under this agreement in one or more non -interest -bearing accounts. To the fullest extent permitted under applicable law, Sterling does not intend to be the "named fiduciary," "plan sponsor," or "plan administrator" (as such terms are described in ERISA, other applicable law, or the Program documentation) or assume any of the obligations or responsibilities corresponding to those designations. Unless required by applicable law, nothing in this Agreement shall be deemed to (a) render Sterling a party to the Program; (b) confer upon Sterling any authority or control respecting management of the Program, authority or responsibility in connection with administration of the Program, or responsibility for the terms or validity of the Program; or (c) impose upon Sterling any obligation to any employee of YOUR CORPORATION, any Program participant, or any person otherwise entitled to benefits through any Program. (4) YOUR CORPORATION'S RESPONSIBILITIES a. Sole Responsibilities. General. YOUR CORPORATION has the sole authority and responsibility for the Program and its operation, including the authority and responsibility for establishing, administering, construing, and interpreting the provisions of the Program and making all determinations thereunder. YOUR CORPORATION gives Sterling the authority to act on behalf of YOUR CORPORATION in connection with the Program, but only as expressly stated in this Agreement or as mutually agreed in writing by YOUR CORPORATION and Sterling. All final determinations as to a Program participant's entitlement to Program benefits are to be made by YOUR CORPORATION, including any determination upon appeal of a denied claim for Program benefits. Responsibilities. Without limiting YOUR CORPORATION'S responsibilities with respect to any Program, it shall be YOUR CORPORATION'S sole responsibility and duty to ensure compliance with COBRA; perform required nondiscrimination testing; amend the Programs as necessary to ensure ongoing compliance with applicable law; file any required tax or governmental returns (including Form 5500 returns) relating to the Programs; collect and forward any fees related to the Programs; determine if and when a valid election change has occurred; handle Program participant claim appeals; execute and retain required Program documentation; and take all other steps necessary to maintain and operate the Programs in compliance with applicable provisions of the Programs, ERISA, the Code, and other applicable federal and state laws. YOUR CORPORATION'S engagement of Sterling to assist it in meeting any such obligation does not relieve YOUR CORPORATION of responsibility for the obligation. b. Service Charges; Fees and Expenses. YOUR CORPORATION shall pay Sterling the service charges set forth in the Proposal presented to the client/broker. C. Benefit Funding. YOUR CORPORATION shall promptly make funds available for the payment of any Program benefits. These funds shall be clearly separate from any funds otherwise made available for other purposes (e.g., service charges, fees and expenses). d. Information to Sterling. YOUR CORPORATION shall furnish the information requested by Sterling as determined necessary to perform Sterling's functions hereunder, including information concerning the Program and the eligibility of individuals to participate in and receive Program benefits. Such information shall be provided to Sterling in the time and in the manner agreed to by YOUR CORPORATION and Sterling. Sterling shall have no responsibility with regard to benefits paid (or not paid) in error, or with regard to failure to timely provide required notices or other communications, due to YOUR CORPORATION'S failure to timely update or ensure the accuracy of such information. e. Plan Documents. YOUR CORPORATION is responsible for the Program's compliance with all applicable federal and state laws and regulations, including amending plan documents as necessary to comply with applicable law changes and reflect changes to the benefit arrangements. Based on the details YOUR CORPORATION provides for the design of the applicable Program, Sterling will prepare, and YOUR CORPORATION will review and approve, the summary plan description and plan documents (including the basic plan document and adoption agreement) for the applicable Program. As the Plan Sponsor, YOUR CORPORATION will be responsible for the contents of the summary plan description and plan documents. To the best of its ability, YOUR CORPORATION will notify Sterling of any changes to a Program at least thirty (30) days before the effective date of such changes. YOUR CORPORATION acknowledges that Sterling is not providing tax or legal advice and that YOUR CORPORATION shall be solely responsible for determining the legal and tax status of the Program. Financial Responsibility for Claims. YOUR CORPORATION is responsible for payment of claims made pursuant to, and the benefits to be provided by, the Program. Sterling does not insure or underwrite the liability of YOUR CORPORATION under the Program. Except for: expenses required to be paid Sterling in order to be in the business of providing services under this Agreement; and ii. expenses specifically assumed by Sterling in this Agreement; YOUR CORPORATION is responsible for all expenses incident to the Program. g. HIPAA Privacy and Security. With respect to any plan or arrangement under any Program that is subject to the HIPAA privacy rule, YOUR CORPORATION shall provide Sterling with certification that the applicable plan document has been amended as required by the privacy rule to permit disclosures of PHI to YOUR CORPORATION for plan administration purposes and that YOUR CORPORATION agrees to the conditions set forth in applicable plan documentation. Upon request, YOUR CORPORATION will provide a copy of any applicable plan amendments to Sterling. Other aspects of the HIPAA privacy, breach notification, and security rules are reflected in the separate applicable Business Associate Agreement. In the event of a conflict between this Agreement and the Business Associate Agreement regarding HIPAA compliance obligations, the terms of the Business Associate Agreement will control. (5) INSURANCE. a. Sterling shall obtain, maintain, and keep in force throughout the time of performance of Services under this Agreement, and shall cause its employees and agents to obtain, maintain, and keep in force throughout the time of performance of Services under this Agreement, all insurance coverage appropriate to such party's business and the Services provided under this Agreement, including liability coverage and workers' compensation coverage issued by an insurance company or indemnity company authorized to conduct business in the state of such party's incorporation. Upon a party's request, the other party shall provide documents sufficient to demonstrate compliance with the requirements of this (Section 51. (6) INDEMNIFICATION. a. Each party (the "indemnifying party") shall indemnify, defend, and hold harmless the other party and the other party's officers, directors, employees, and agents, (each of the foregoing hereinafter referred to as an "indemnified party") from and against any and all actions, liabilities, claims, suits, damages, liens, judgments, losses, fines, penalties, costs, and expenses (including reasonable attorneys' fees of counsel selected by the indemnified party and costs) arising out of or from (a) the acts or omissions of the indemnifying party or the indemnifying party's officers, directors, employees, agents, or subcontractors occurring during the indemnifying party's performance under or in connection with this Agreement, or (b) breach of this Agreement by the indemnifying party or the indemnifying party's officers, directors, employees, agents, or subcontractors. The indemnifying party's obligation to indemnify the indemnified party and its officers, directors, employees, and agents shall survive the expiration or termination of this Agreement for any reason. (7) SUBCONTRACTORS AND ASSIGNMENTS. a. Sterling may perform any of the services described in this agreement through agents or subcontractors selected by Sterling, in its sole discretion. Sterling shall reasonably supervise any such agent or subcontractor, and the retention of agents or subcontractors shall not relieve Sterling of its duties under this Agreement. Furthermore, no assignment of claims for money due or to become due to Sterling under this Agreement shall be effective unless the assignment of such claims is first approved in writing by Sterling. b. Subject to any provisions of this Agreement restricting assignment or transfer, this Agreement shall be binding upon and shall inure to the benefit of the parties to this Agreement and their respective legal representatives, successors, and permitted subcontractors and assigns. This Agreement shall not be enforceable by or give rise to rights of any other third parties. (8) CONFLICTS OF INTEREST. a. Each party represents that it presently has no interest, and promises that it shall not acquire any interest, direct or indirect, that would substantially conflict with or jeopardize its performance of Services under this Agreement. (9) PROHIBITED DISCRIMINATION. a. With respect to this Agreement, each party shall comply with all applicable federal and state laws prohibiting discrimination against any person on the grounds of race, color, national origin, religion, creed, sex, age, disability, or on any other grounds proscribed under applicable state or federal law. (10) COMPLIANCE WITH ALL LAWS. a. Each party represents and warrants that it has and shall maintain, and that its employees, agents, and subcontractors shall have and maintain, all licenses, accreditations, and approvals that are customary to its business or that are necessary to provide Services under this Agreement. Each party shall observe and comply, and shall cause its employees, agents, and subcontractors to observe and comply, with all laws, ordinances, rules, and regulations of the federal, state, county, or municipal governments, now in force or which may hereinafter be in force. (11) CONFIDENTIALITY OF BUSINESS INFORMATION. a. Each party acknowledges that this Agreement, and all materials and information concerning the other party's business and operations, including, but not limited to, a party's billing and fees, employees, legal disputes, policies, procedures, and all documents and reports regarding or prepared by a party (other than those in the public domain), and any other information regarding the provision of services by, or the administration and operation of, a party (collectively, "Confidential Information"), are commercially valuable and confidential. Each party and each party's employees and agents shall hold the other party's Confidential Information in strict confidence, shall not provide, disclose, or otherwise make available any such information to any third party, and shall not use such information for any purposes other than performance in accordance with this Agreement, without the prior written approval of the other party, unless otherwise required bylaw. (12) COPYRIGHTS AND PATENTS. a. Sterling shall have complete ownership, title, and right in and to all materials, discoveries, or inventions, both finished and unfinished, which are developed, prepared, assembled, or conceived by Sterling pursuant to this Agreement. No summary, report, chart, graph, table, study, or other document, or discovery, invention, or development produced in whole or in part by Sterling under this Agreement shall be the subject of an application for copyright, trademark, or patent by or on behalf of YOUR CORPORATION or YOUR CORPORATION 's officers, employees, agents, or subcontractors without prior written authorization from Sterling. (13) TERM; RENEWAL; TERMINATION. a. Unless earlier terminated as provided in this Section 13, this Agreement shall be effective for a term of one (1) year from the Effective Date. Thereafter, this Agreement will automatically terminate unless YOUR CORPORATION completes an online renewal, at www.sterlingadministration.com, submits a paper renewal application or by contacting a Sterling representative. b. If either party breaches this Agreement, the non -breaching party may terminate this Agreement upon thirty (30) days prior written notice to the breaching party; provided, however, that such termination notice shall not be effective if the breaching party promptly seeks to cure such breach, diligently pursues cure, and does cure such breach within the thirty (30) day period following the date of the notice, or a reasonable longer period if the breach cannot reasonably be cured within such time. Notwithstanding the foregoing, either party may terminate this Agreement immediately upon written notice to the other if: (a) the other party fails to possess any license, accreditation, or approval necessary to its business or to provide the Services under this Agreement, or (b) fails to have and maintain the insurance required under Section 5 of this Agreement, or (c) the party seeking termination reasonably concludes that the other party may pose an imminent threat to the orderly administration of the terminating party's operations, or (d) the other party commits any act that reasonably may impair the reputation of the party seeking termination. C. In the event of termination or expiration of this Agreement for any reason, all obligations of the parties to each other shall terminate immediately except as provided below.: d. Upon request of YOUR CORPORATION or Sterling, Services under this Agreement shall continue for such period (not exceeding thirty (30) days) as is reasonably necessary to transfer the provision of the Services to another service provider. e. The parties shall settle all outstanding matters related to this Agreement, including financial obligations as to payment or otherwise, in good faith and in accordance with this Agreement. Each party shall promptly return to the other party all Confidential Information in its possession relating to the other party. The obligations of the parties set forth in Section 6 (Indemnification), Section 11 (Confidentiality of Business Information) and in this Section 13 (Term; Renewal; Termination) shall survive the expiration or termination of this Agreement. Despite expiration or termination of this Agreement for any reason, neither party shall be relieved of liability to the other party or to third parties for its performance of this Agreement during the Term. (14) MODIFICATION OF AGREEMENT. a. Any modification, alteration, or change to this Agreement shall be made only by written supplemental agreements executed by authorized representatives of the parties. (15) WAIVERS. a. It is expressly understood and agreed that no waiver granted by a party of a breach or default by the other party of any of the provisions of this Agreement shall constitute or be construed in any manner as a waiver of the provision or of the right by the non -breaching party to enforce the same as to any other or further violation by the other party. Similarly, no failure or delay on the part of a party in exercising any right, power, or privilege under this Agreement, and no course of dealing between the parties shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power, or privilege under this Agreement by either party preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. (16) PERSONNEL RECRUITMENT. a. Each party agrees that at no time during the Term of this Agreement or during any extension or renewal thereof, and for a period of one (1) year thereafter, shall it contact any employee of the other party or any affiliate thereof for the purpose of employing, hiring, or otherwise interfering with the employment relationship between such employee and his/her employer or any affiliate thereof without the prior written approval of the employing party, nor shall either party, directly or indirectly, for itself or on behalf of or in connection with any other person, firm, partnership, corporation, or association, solicit, hire, or entice away any employee from his/her employer or any affiliate thereof. (17) FORCE MAJEURE. a. Should the performance of this Agreement by YOUR CORPORATION and/or Sterling be prevented or delayed by an act of God, war, civil insurrection, fire, flood, storm, strikes, lockouts, or by any law, regulation, or order of any federal, state, county, or municipal authority, or by any other cause beyond the reasonable control of YOUR CORPORATION and/or Sterling, as the case may be, such party's performance to the extent it is so prevented or delayed shall be excused, provided that the party diligently attempts to perform to the extent it is not so prevented or delayed. If any such event occurs, the nonperforming party shall make reasonable efforts to notify the other party of the nature of any such condition and the extent of the delay. (18) INVALID PROVISIONS. a. If any provision of this Agreement or any other document contemplated hereby is rendered illegal, invalid, or unenforceable by any judicial decision, legislative action or regulation, or other administrative ruling, whether federal or state, such provision shall be fully severable and: This Agreement and any other document contemplated hereby shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof or thereto; ii. The remaining provisions of this Agreement and any other document contemplated hereby that reasonably can be given effect apart from that which is invalidated shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision; and iii. The parties shall in good faith negotiate and substitute a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and still be legal, valid, and enforceable. If the parties cannot, within fifteen (15) days, agree on an amendment to the Agreement to cure such illegal, invalid, or unenforceable provision, either party may terminate this Agreement upon thirty (30) days prior written notice to the other party, or sooner if required by law. (19) CAPTIONS AND HEADINGS. a. In this Agreement, the captions and headings of paragraphs and/or subparagraphs are inserted for convenience, reference, and identification purposes only, and shall not control, define, limit, or affect any provision in this Agreement. (20) NUMBER AND GENDER. a. Whenever the singular is used herein, it shall include the plural where appropriate, and vice versa; and words of any gender in this Agreement shall include each gender where appropriate. (21) JURISDICTION; VENUE. a. In the event of any litigation relating to matters within the scope of this Agreement, the prevailing party on any claim or counterclaim shall be entitled to its costs and reasonable attorneys' fees. In the event of any such litigation, the parties to this Agreement agree that the courts of the State of California will have exclusive jurisdiction, the venue therefore shall be in Alameda County, California and that all matters at issue and all questions concerning the interpretation of this Agreement shall be decided and construed in accordance with California law, excluding the choice of law rules thereof. The parties agree that Alameda, California shall be deemed to be a convenient forum, and that no legal action or other legal proceeding relating to this Agreement shall be initiated in any other forum. (22) CONSTRUCTION. a. Each party hereto agrees that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. (23) ADDITIONAL DOCUMENTS AND ACTIONS. a. Each party agrees to execute and deliver or cause to be executed and delivered such agreements, instruments, and documents, and to take such actions as the other party reasonably requests to the extent such agreements, instruments, documents, and actions are necessary for the purpose of evidencing or implementing the transactions contemplated by this Agreement. (24) NOTICES. a. Any notice or communication given under this Agreement shall be in writing, and delivered (i) in person, or (ii) by United States mail, registered or certified, return receipt requested, and postage prepaid, or (iii) by facsimile, with a copy sent by United States mail, registered or certified, and postage prepaid, or (iv) by a recognized overnight carrier (e.g., Federal Express), postage prepaid, addressed to the other party at the address listed below or to such other address as a party may notify the other party. All notices and communications shall be deemed to have been duly given (a) upon receipt if delivered in person, (b) three (3) business days after having been deposited in the mail as set forth above, (c) on the same day as sent if delivered by facsimile with a copy sent by mail as set forth above, or (d) one (1) business day after having been delivered to a recognized overnight carrier. If to YOUR CORPORATION. to: If to Sterling, to: Sterling Health Services, Inc. 1000 Broadway, Suite 250 Oakland, CA 94607 (25) EXECUTION. a. This Agreement may be executed by the parties in counterparts, all of which taken together will be deemed one and the same instrument. (26) DISPUTES. a. In the event of any dispute arising under or relating to this Agreement, either party may request an "executive review" with respect to the dispute. Each party shall designate the appropriate person, such as its chief executive officer or its chief operating officer, as the designated executive reviewer. Either party may request executive consultation between the two executive reviewers with respect to any dispute. Any dispute not resolved by agreement of such executive reviewers to the satisfaction of both parties within thirty (30) days of the executive review may be referred to arbitration as provided below. (27) DISPUTES AND ARBITRATION. a. If any controversy, dispute, or claim arises between the parties with respect to this Agreement, including, without limitation, disputes concerning compensation, the parties shall make good faith efforts to resolve such matters informally. If the dispute or claim is not resolved to the satisfaction of either or both parties, then such matter shall be settled exclusively by arbitration under the Commercial Arbitration rules of the American Arbitration Association then in force. Such arbitration may be initiated by either party by serving a written demand on the other party stating the substance of the controversy and the contention of the party requesting arbitration. The American Arbitration Association shall appoint an arbitrator who shall be a fit and impartial person. The award rendered by the arbitrator shall include costs and expenses, including, without limitation, reasonable attorneys' fees, to the prevailing party and shall be final and binding on both parties. The fees and costs of the arbitrator and related expenses for arbitration shall be borne by the non- prevailing party. If the arbitrator determines that neither party has clearly prevailed, then the parties shall bear equally the fees and costs of the arbitration. (28) MONEY -BACK GUARANTEE. (29) a. If Client is dissatisfied with the level of service, and attempts to remedy that dissatisfaction are considered inadequate, Sterling will refund all monthly administrative fees, not to exceed the amount paid by Client in the past twelve (12) months. REMEDIES. a. Any remedies which the parties may have pursuant to this Agreement or by law shall be cumulative. The parties agree that if a party fails to comply with the terms and conditions of this Agreement, the harm to the other party may not be fully compensable in money damages and accordingly, the parties agree that neither party shall oppose an application by the other party seeking specific performance of any and all provisions of this Agreement or enjoining the breaching party from continuing to commit any breach, to the full extent permitted by law. (30) WARRANT OF AUTHORITY. a. Each party represents and warrants that the individual executing this Agreement on behalf of such party has authority to do so, and thereby to bind the party. IN WITNESS WHEREOF, the parties, by their duly authorized officer, have duly executed this Agreement on the dates below. YOUR CORPORATION STERLING ADMINISTRATION Signature 2a.r40r Name, Title /Vla na�ar' 1 %i -7 %.zY Date Signature Name, Title Date Lynch, Breanna From: City of Santa Ana <certificate-request@ctrax.jdidata.com> Sent: Tuesday, July 11, 2023 10:15 AM To: Ho, Josephine; Lynch, Breanna; pramirez@wisg.com Subject: Internal Notice of Compliance NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL Contractor Sterling H.S.A., Inc. Name: Project N-2022-335 Number: Project Consultant Agreement Between The City Of Santa Ana And Sterling Name: Health Services Inc. For Retire Health Billing Services The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time. The compliant coverage(s) are: TYPE OF INSURANCE POLICY EXPIRATION COI DATE FILE NAME NUMBER DATE City of Santa CYBER LIABILITY UNKNOWN 05/14/2024 07/11/2023 Ana COI v223- 24.PDF City of Santa GENERAL LIABILITY 680OR42361623 05/14/2024 05/17/2021 Ana COI 23- 24.pdf City of Santa PROFESSIONAL E&O LIABILITY 03133872 05/14/2024 05/17/2023 Ana COI 23- 24.pdf WORKERS COMPENSATION AND City of Santa EMPLOYERS' LIABILITY STWC457069 05/14/2024 05/17/2023 Ana COI 23- 24.pdf Thank you, City of Santa Ana t