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HomeMy WebLinkAboutADVANCED RISK MANAGEMENT TECHNIQUES, INC. 5 - 2003City of Santa Ana Clerk of the Council AGREEMENT TERMINATION FORM •'~ ~ ('~ Cv"~ ~\~ COTC Office Use Only Please complete this form when the attached agreement and all amendments (i are no longer in effect. n,~- ~ ~ ~; ~-- ^; ~ ~.,~ ~ C~~ Return form to the Clerk of the Council Office (M-30). C -~ ~ " ` - "' L' ~ ~" Call 647-2520 if you have any questions. The agreement with ~ ~~'j('~ ~ ~ S-~L G! ~?a~'rmPi~'l._~/ ~ <~ n (~~S No. /11 ~2LY~3 -~~ was completed on p and final payment has been made. (List all amendments. Use space below if needed.) / Department: ~tr~rrn~C( Phone/Ext.: 5 ~/ ~ G Signature: Date: Revised W-22-09 I i~URANCE NOT ON FIL~, N-2003-085 WOk MA?' PROCEED CONSULTANT AGREEMENT CLERK OF COUNCIL li~T~q'~g~ THIS AGREEMENT, made and entered into this ~.t:la' day of ~, 2003 by and between Advanced Risk Management Techniques, Inc., a California corporation (hereinafter .',t:7~/~.f "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and 'terence) existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS The City desires to retain a consultant having special skill and knowledge in the field of auditing to conduct an independent actuarial audit of its Self-Funded Workers' Compensation and Liability Programs. B. Consultant represents that Consultant is able and willing to provide such services to the City. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OFSERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement, shall not exceed $9,400.00 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2004, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of Personnel Services and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Reserved. b. Reserved. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $5,000,000 per claim. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i). Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii). Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii). Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. 2 f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (I) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 3 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: and, Personnel Services Agency, Risk Manager City of Santa Ana 20 Civic Center Plaza (M-28) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-5311 Attn: Jeff Stevens City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Consultant: Advanced Risk Management Techniques, Inc. 1901 Main Street, Suite 420 Irvine, California 92614-0513 Attn: Mujtaba Datoo A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied heroin. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payxnent, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. 5 b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. Alt Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 1N WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Clerk of the Council CITY OF SANTA ANA /DAVID~ REAM' / City Manager APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney By:, ~f~4~ ./1~ o e~:;~ Lau[a ~heed~-'- f Deputy City Attorney RECOMMENDED FOR APPROVAL: CONSULTANT EN QUE]. VA/ J Executive }O. fi'ecto o~the Personnel Services Agency MU~ATO0 Consulting Actuary Tax ID# fiB- Otqt/l tff EXHIBIT A SCOPE OF SERVICES Consultant shall develop reasonable funding and management guidelines for the City's Workers' Compensation and Liability Programs. Separate information will be provided for each program. This will provide important data for the City's comprehensive annual financial report, GASB Statement No. 10 requirements, budgeting and strategic planning. Consultant's specific scope of work is as follows: A. Estimate Outstanding Losses: Estimate outstanding losses including allocated loss adjustment expenses (ALAE) and 4850 benefits as of June 30, 2003, June 30, 2004, and June 30, 2005. Outstanding losses will be shown on a discounted present value basis including separate calculations for incurred but not reported (IBNR) claims. B. Project Financial Position: Project the financial position as of June 30, 2003. The projected financial position is a comparison of funds available with the estimated outstanding losses. C. Project Future Losses: Project future losses including ALAE for 2003/04, 2004/05 and 2005/06 fiscal years. Projected future losses will be shown on a discounted present value basis. The present value reflects future investment income earned on funds held to pay losses. D. Project Losses Paid: Project losses paid (claims disbursements) during fiscal years 2003/04, 2004/05 and 2005/06. E. Recommend Funding: Recommend funding for fiscal years 2003/04, 2004/05 and 2005/06. The recommended funding is based on the projected future losses, investment income, expenses and the projected financial position. F. Discuss Loss Experience: Discuss loss experience trends and compare the City to similar programs. G. Develop a workers' compensation cost allocation system for City departments and update the liability cost allocation system. Consultant shall deliver a complete written draft report to City as soon as practicable and the final report shall be delivered to City by September 30, 2003, except for item G above, which shall be completed and delivered to City prior to June 30, 2004. COMPENSATION City agrees to pay, and Consultant agrees to accept Five Thousand Four Hundred Dollars ($5,400.00) as total compensation for services pursuant to items A through F above. Compensation for work performed to complete item G, developing a workers' compensation cost allocation system and updating the liability cost allocation system, shall not exceed Four Thousand Dollars ($4,000.00). Total compensation to Consultant pursuant to this Agreement shall not exceed Nine Thousand Four Hundred Dollars ($9,400.00) during the term of this Agreement. PR~CE~, ~ Sedal # 3919 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE AON RISK SERVICES, INC. OF ILLINOIS HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 1000 N, MILWAUKEE AVENUE ALTER THE COVERAGE AFFORDED BY THE POUClES BELOW. GLENVIEW, IL 60025 COMPANIES AFFORDING COVERAGE PHONE · t-866-283-7122 FAX - 847-953-5390 COMPAre' A CONTINENTAL CASUALTY COMPANY ,N=,REO 0 g5 COMPA.¥. T. NSPO.T^T ON INSURANCE COMPAN AON CORPORATION AND ~CED RISK I~,~EMENT TECHNIQUES, INC. COMPANY AMERICAN CASUALTY COMPANY OF READING, PA 200 E. RANDOLPH C CHICAGO. IL 60601 COMPANY D THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTVVtTHSTANDJNG ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WiTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED B Y THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED SY PAID CLAIMS. CO TYPE OF INSURANCE POLICY NUMBER DATE (MM/~D/YY) LIMITS A GENERAL LIABILITY GL268255672 0610112003 06/01/2006 SENERALAGGRE~TE $ 2,000,000 ~- ;OMMERCIAL GENE RAL LIABIL/TY PRODUCTS - COMP/DP ADC $ 1,000,000 IC~.SMAOE [~OCCUR EEREO~L&~V~UE~ $ 1,000,000 OWNER'S S CONTRACTOR'S PROT EACH OCCURRENCE S 1,000,000 FIRE DAMAGE (Any one fire) $ 1,000~000 MED EXP (Any ~le pemon) $ 10,000 A AUTOMOBtt. E LIABILITY BUA2068255705 06/01/2003 06/01/2006 COMBINED SINGLE LIMIT $ 1,000,000 ~- ANY AUTO __ ALL OWNED AUTOS ~ODiLy iNJURY SCHEDULED AUTOS (Per -- HIRED AUTOS BODILY iNJURy $ NON-OWNED AUTOS (Per accident) -- ~rr. lg:)¥ED AS I'0 FORIVl ERO.E.WO,~GE GARAGE UABILITY ~, ~ AUTO ONLY. EA ACCIDENT $ -- '~.t~"ra' ;hcedy / EACHACCr~N-r $ EXCESS LIABILITY ~CH OCCURRENCE $ S WORKER'ECOII~PENSATIONAND WC268255624(AZ.CO.NV.OR.WI. WYI 06101/2003 06/01/2006 X [~o,vuurrs C ~PLm'ERS' ~a~T~ WC2e8255638(AOS) E~- EACH .'~CCJDENT $ ~J ,000,000  WC268Zfi5641(CA} .... OFF~CERSA~E: EXCL --'LDIEEASE-EA EMPLOYEE $ 'J,000,000 )EECRIPTION OF OPERATION S/LOCAI~ONS/VEHICLE~/~PEDIAL RE: CLIENT #002, ADVANCED RISK MANAGEMENT TECHNIQUES, INC., 1901 MAiN STREET, 4TH FLOOR, SUITE 420, IRVINE, CA 926~4-05~3. THE CITY OF SANTA ANA JS ADDITIONAL INSURED ON THE GENERAL LiAalLITY POLICY. ENOULO ANYOF THE ABOVE DBeCRISED POMClEE Be CANCELLEP CITY OF SANTA ANA EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL ATTN: JEFF STEVENS 30 DAYS WRITTHN NOTICE TO qHE CERI1FICAl~ HOLDER NAMED TO THE LEFT, 20 CIVIC CENTER PLAZA eUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR UAB/LITY SANTA ANA, CA 92702 o~ ANy KIND UPON 'IHE COMPAI~r', ITE AGENTS OR REPREEENTAT/VEE, .............. ~ ~ L~IJ I II~-~,l ....... .... PR~CER':~e~:~~~~";'~"'~"~ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Eedal # 05014 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE AON RISK SERVICES, INC. OF ILUNOIS HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 1000 N. MILWAUKEE AVENUE ALTER THE COVERAGE AFFORDED BY THE POUClES BELOW. GLENVIEW, IL 60025 COMPANIES AFFORDING COVERAGE PHONE - 1-866-283-7122 FAX - 847-953-5390 A AMERICAN JNTERNATIONAL EPECJALTY LINES iNSURANCE COMPANY INSURED COMPANY B AON CORPORATION AND ADVANCED RISK MANAGEMENT TECHNIQUES~ INC. COMPANY 200 E. RANDOLPH C CHICAGO. IL 60601 COMPANY THIS IS TO CERTIFY THAT THE pOLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO ]~IE INSURED NAMED ABOVE FOR THE POLICY PERIOD iNDICATED, NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAy PERTAIN. THE INSURANCE AFFORDED B Y THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I POLICY EFFECTIVE POLICY EXP~T~ON ~TTR TYPE OF INSURANCE POLICY NUMBER DATE (MM/OD/YY) DATE (MM/DDhCO L~MITS GENERAL LIABILITY ] GENERAL AGGREGATE $ ~- COMMERCL~L GENERAL LIASrLITY! PRO--~UCT~ _ COMP/Op AGO $ ~_ OWNER'S ICONI~,/~CTOR'S PRO/ ~ EACH GGCURRENCE __ FIRE DAMAGE (An~y_o~e tim) $ -- ANYAUTO ... AOVEDi AS TO FO ~*lw O--~e.m~^urOONtV: EXCESS LIABILITY ~)'~ ~/ AGGREGATE $  UMBRELLA FORM ~jr:~ ,.;~,:oy ( ~OOREC. ATE S OTHER THAN UMBRELLA FORM DeDUt~ City A~ orney I A OVHER ERRORS & OMISSION8 4762432 4/29/2003 4/2912007 LIMIT: $1,000,000 SEE ATTACHED ADDENDUM DE&gA~¥iO.~ OF O~=E RATION E/LO~ATIONS/VJENICLES/SPEClAL RE: CLIENT #002, ADVANCED RISK MANAGEMENT TECHNIQUES, INC., 190~ MAIN STREET, 4TH FLOOR, SUITE 420, IRVINE, CA 92614-0513. :~. ATTN; JEFF STEVENS 30 ~AY~ WFt/r[~N NOTICE TO THE C~7IFtCATE HOLDER NAMED TO THe LEFT, 20 CIVIC CENTER PLAZA eoT FAILURE TO MAIIL SUCH NOTICE SHALL IMPOSE NO OBLIGATIO~I OR LIABIUTY SANTA ANA, CA 92702 OF ANY K~ UPON TEE COMPANY, rr~ AGE#TS OR RE~ESI':~iTA'I'IVE$. m iii E&O Coverage Insurer: American International Specialty Lines Insurance Company Policy number: 4762432 Policy term: 4/29/2003 to 4/29/2007 1. This certificate of insurance contains a summary of the policy coverage and does not include all terms, conditions and exclusions of the policy. The policy contains the full and complete agreement with regard to coverage. In the event of any inconsistency between this certificate of insurance and the policy, the policy language shall control. 2. This policy is subject to commutation by the insured if the insured receives a written notification from its independent auditors or the United States Securities and Exchange Commission that as a result of published changes in accounting rules applicable to the insured and comprising United States generally accepted accounting principles, all or substantially all of the premium paid under the Policy can not be expensed and all or substantially all of the recoveries under the policy can not be recognized as offsets to expenses incurred by the insured. In the event of commutation, the insurer will have no liability whatsoever under the policy to the insured or any other claimant regardless of the date of occurrence of a claim or event giving rise to a claim. 3. The insured has a retention on each and every claim under the Policy. 4. This is a claims made and reported policy of indemnity. 5. After an aggregate $103,500,000 in claims have been paid under the policy, no additional Claims will be paid by the Policy. 6. The limits of liability may be reduced in the event of non-payment of premium. Serial #: 05015 Page 2