HomeMy WebLinkAboutC-4862 - PSA for Benefits Broker & Consulting ServicesAMENDMENT NO. TWO TO
PROFESSIONAL SERVICES AGREEMENT WITH
AON CONSULTING, INC.
FOR BENEFITS BROKER ARID CONSULTING SERVICES
THIS AMENDMENT NO. TWO TO PROFESSIONAL SERVICES AGREEMENT
( "Amendment No. Two "), is entered into as of this 15t day of January, 2012, by and
between the CITY OF NEWPORT BEACH, a California Municipal Corporation ( "City "),
and AON CONSULTING, Inc. a New Jersey Corporation, whose address is 1901 Main
Street, Suite 400, Irvine, California, 92614 ( "Consultant'), and is made with reference to
the following:
RECITALS:
A. On January 1, 2009, City and Consultant entered into a Professional Services
Agreement ( "Agreement') with Consultant to conduct benefits broker and
consulting services ( "Project').
B. On March 1, 2011, City and Consultant entered into Amendment No. One to the
Agreement (Amendment No. One) to reflect a reduction in the compensation paid
to Consultant for fiscal year 2011/ 2012 and to update insurance requirements.
C. City desires to enter this Amendment No. Two to reflect a reduction in services
and reduction in the compensation paid to Consultant for Fiscal Year 2011/2012.
D. City and Consultant mutually desire to amend the Agreement, as provided below.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. COMPENSATION
The introductory paragraph to Section 4 of the Agreement shall be amended in its
entirety and replaced with the following: As full compensation for all Services performed
in accordance with this Agreement for Fiscal Years 2009/2010 and 201012011 City shall
pay Consultant One Hundred and Thirty Five Thousand Dollars and no /100
($135,000.00) per fiscal year, plus all approved reimbursable items and subconsultant
fees. As full compensation for all Services performed for Fiscal Year 2011/ 2012, City
shall pay Consultant Fifty One Thousand Dollars and no /100 ($51,000), plus all
approved reimbursable items and subconsultant fees pursuant to Exhibits A and B,
attached hereto and incorporated herein by reference. No billing rate changes shall be
made during the term of this Agreement without the prior written approval of City.
2. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants set forth
in Agreement shall remain unchanged and shall be in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
One on the dates written below.
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
Date:
By:
Aaron C. Harp, M�
City Attorney
ATTEST:
Date: 5'0z�-12�
By:
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
A California municipal corporation
Date: -V-241-1—
By:
Dave Ki
City Manager
CONSULTANT: Aon Consulting, Inc, a
New Jersey �prpora ion
Date: //
Senior Vice Pr dent
Date:
By: A 14
Patty ssell,
As � ant Vi Presid
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
( / r
Ms. Lauren Farley
HR/Risk Management Administrator
December7, 2011
Page 3 of 11
Exhibit A Services to be Provided
up&ad July 302010
Develop pre - underwriting projection to minimize renewal Annually
Included
surprises and prepare for vendor negotiations
Request and coordinate renewal activities with all vendors
• Wellness and Disease Management
• Dental
• Vision
• Life and AD &D
Annually
Included
• Disability
• FSA/COBRA
• Elective Benefits
• Quantify financial impact of renewal and negotiate any variance
Annually
Included
between renewal and Aon Hewitt's pre - underwriting projection
• If necessary, market benefit programs (RFP) to mutually
agreed upon vendors
As needed
o Utilize RFI database to identify vendor capabilities
(recommended once
Included
• Draft and distribute on -line RFP to market
every 3 years)
• Respond to carrier questions and data requests
• Prepare and present a detailed marketing and renewal report
including:
• Total and itemized costs
• Rate guarantees
• Network access and provider disruption analysis
:o Service capabilities
• Performance guarantees
As needed
Included
• 'Benefit designs and variances
• Carrier financial ratings
• Full disclosure of proposals and compensation prior to.
binding
• Arrange for and 'conduct finalist meetings
• Negotiate best and final offers
• Prepare final marketing report
• Conduct vendor site visits
As needed
Included
• Manage implementation process
• Review and, negotiate final agreements and contracts to
ensure they conform to bid specifications
• Review all vendor provided employee communications;
SPDs and benefit booklets
As needed
Included
• Coordinate the administrative set -up between the
employer and vendors for reporting, billing, banking and
data transfers
o Assist with the cam letion and review of all re, uired
up&ad July 302010
"Itt
Ms. Lauren Parley
HR/Risk Management Administrator
December 7, 2011
. Page 4 of 11
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• Develop budget projection
applications and other documents as needed to bind
• Calculate pre - renewal projection
coverage
Ongoing
• Calculate accruals and COBRA rates for self- insured plans
o Manage a post implementation debriefing with vendors to
Included
• Develop employee contributions
discuss performance and needed areas for improvement
• Evaluate, alternative funding options
Conduct pre - implementation audits as appropriate (typically
As needed
Not Included
funded by vendor)
• Actuarial development of Incurred But Not Reported reserves
Prepare and submit Executive Summary of final decisions
Annually
(f necessary
Included
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• Develop budget projection
• National Aon'Hewitt vendor liaisons to leverage Ann Hewitt's
• Calculate pre - renewal projection
scale and facilitate key service and account management
Ongoing
• Calculate accruals and COBRA rates for self- insured plans
Annuallyor as
Included
• Develop employee contributions
needed
• Evaluate, alternative funding options
issues /problems and measure results against performance
As needed
• Actuarial impact of design change alternatives
standards
• Actuarial development of Incurred But Not Reported reserves
Annually
Included
(if necessary)
• Financial reporting package
Monthly
Ongoing
• Claims and enrollment by plan (frequency TBD)
(for self- funded
Included
• Actual plan expenses compared to budget
plans)
• Historical cost trend analysis
• Coverage appeals
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• National Aon'Hewitt vendor liaisons to leverage Ann Hewitt's
scale and facilitate key service and account management
Ongoing
Included
issues
• Facilitate service meetings with vendors to address
issues /problems and measure results against performance
As needed
Included
standards
• Provide assistance in resolving escalated vendor service
issues
• Claims
Ongoing
Included
• Billing
• Eligibility
• Coverage appeals
• Employee claim and clinical advocacy
As needed
Included
• Meet as needed to review financials and to discuss /review
Ongoing
Included
other open items
• Review vendor updates to contracts and benefit summaries for
Ongoing
Included
accurate terms, plan requirements and plan design
Updated July 30 2010
Ms. Lauren Farley
HR/Risk Management Administrator
December 7, 2011
Page 5 of 11
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• Monitor and report on carrier financial ratings for contracted
At renewal,
marketing and
Included
vendors
stewardship
Included
• Coordinate benefit decisions and plan details with vendor(s)
• Provide industry overview and benefit trends
Annually
• Plan design decisions
Ongoing
Included
• Facilitate meetings /conference calls between vendors
• Solicit feedback on Aon Hewitt's services
Included
• Develop and manage implementation schedule for any plan
Ongoing
Included
changes and /or service changes
and industry trends
Included
• Manage vendor participation in annual enrollment process
Annually
Included
• Coordinate with communications resources in the creation and
'Annually
Included
review of open enrollment materials
• National and global geographic experts in most every
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• Completion of stewardship report
• Compliance review of SPD benefit provisions, contracts,
• Review prior year accomplishments vs. objectives
Included
agreements and plan documents
• Provide industry overview and benefit trends
Annually
Included
• Develop goals and objectives for upcoming year
Included
• Compliance assessment and scorecard to determine if current
• Solicit feedback on Aon Hewitt's services
Included
compliance practices are appropriate and identify areas at risk
_
• Ongoing meetings with your staff to discuss issues, open items
Ongoing
Included
and industry trends
Included
• Complete an action plan and update regularly
Ongoing
Included
• Access to national resources and subject matter experts
• National and global geographic experts in most every
major U.S. city and country
Ongoing
Included
• National subject matter experts in most area of employee .
benefits and administration
Coin fia 9 C ' n`�dM4r 3 aiaton Su M'
• Compliance review of SPD benefit provisions, contracts,
Ongoing
Included
agreements and plan documents
• Aon Hewitt legal consultant support
Ongoing
Included
• Compliance assessment and scorecard to determine if current
Onetime
Included
compliance practices are appropriate and identify areas at risk
• Health and welfare plan documentation review
As needed
Included
Updated July 30 2010
Ms. Lauren Farley
HR/Risk Management Administrator
December 7, 2011
Page 6 of l l
Exhibit B — Payment for Services
Aon Consulting is named broker of record for the plan. Aon Consulting will receive fees in the amount
of $51,000 annually to be billed monthly in the amount of $4,250.
While we believe Nye have outlined the scope of our work properly, events occur such as major
reorganizations, layoffs or a scope change that can greatly affect the income we receive. When such events
occur, with your approval, Aon Consulting will adjust our income to an appropriate level justified by our time
records.
During the course of the assignment, should the City of Newport Beach. and Aon Consulting agree to have
Aon Consulting undertake additional projects, we would work within a separate proposal, fee estimate and
Letter of Engagement. We will bill you monthly on a time and expense basis as we incur charges for the
additional services.
If additional services not listed in Exhibit A are provided to the plan, then you will pay for those services
based on the time and expense required to complete the assignment, or via an additional fixed fee if we so
agree.
Aon Consulting will disclose to you all marketing quotes, including any applicable rates, received
prior to binding any coverages for your insurance programs. You will also be provided prior to binding
with an accounting of any amounts to be paid to Aon Consulting, Aon Consulting affiliates, and/or non-
Aon Consulting intermediaries if available, in connection with coverages placed for your insurance
programs, including any fees, if applicable, paid to Aon Consulting for services it provides to third
parties. In addition, Aon Consulting will annually provide you with,a summary of all Aon revenue
applicable to your insurance programs. Aon Consulting accepts from insurers only permissible forms of
compensation.
In some instances, insurance placements made by Aon Consulting on your behalf may require the
payment of state surplus lines or other premium taxes and/or fees in addition to the premium itself. Aon
Consulting will make every effort to identify any of these taxes and/or fees in advance, but in all instances
the payment of these taxes and/or fees will remain your responsibility. Ann Consulting will invoice you
for the payment of these taxes and fees.
You acknowledge your responsibility to report and communicate in writing to Aon Consulting
changes in exposures, loss- related data and other material changes during the course of this Agreement.
Aon Consulting's goal is to procure insurance for you with insurance companies possessing the
financial strength to perform in today's economic environment. Toward this objective, Aon Consulting
regularly reviews publicly available information concerning an insurer's financial condition including, but
not limited to:
0 approvals by various regulatory authorities;
Updaad July 30 7010
Ms. Lauren Farley
I-I UPjsk Management Administrator
December 7, 2011
Page 7 of 11
analyses of insurers by professional rating agencies such as A.M. Best, Standard and Poors, and
Moody's; .
o the input of our global affiliates and correspondents.
Most Aon Consulting placements are made with insurers that are rated "Excellent" by the
professional rating agencies; however, Aon Consulting does not guarantee the solvency of any insurer.
Aon Consulting encourages you to review the publicly available information made available by Aon
Consulting, The decision to accept or reject an insurer will be made solely by you.
Aon Consulting and /or its affiliates may from time to time maintain contractual relationships with
the insurers that are recommended as potential markets, or with whom your coverage may ultimately be
placed. Further details concerning Aon Consulting's relationship with insurance carriers can be found at
http: / /www.aon.c,om/ about -aon/ corporate- govemance/guidelines. policies /market - relationship.jsp.
The services and work product provided by Aon Consulting hereunder are provided for your
exclusive use, to be used solely for your internal business purposes; they are not intended to be used or
relied upon by third parties. You agree that you will not, during the course of this Agreement and for one
(1) year thereafter, directly or indirectly communicate, divulge or otherwise disclose any work product to
any individual or entity that provides services of a similar nature to those services provided by Aon
Consulting and shall prevent, to the best of your ability, the disclosure of this work product to such others.
In the event that your operations or your insurance programs substantially change by merger,
acquisition, expansion or other material change in scope and nature of exposures, you will inform Aon
Consulting, and you and Aon Consulting will negotiate in good faith to revise this Agreement as
appropriate.
Aon Consulting's obligation to render services will terminate at the end of the Agreement.
Change in Scope
Please be aware that requested changes in the scope of services provided by Aon Consulting could result
in an increase in fees and charges. Changes in scope could include, but are not limited to the following:
a A material increase in the number of employees and/or the number of participants;
• Amendments or changes to the plan design or plan operation;
• Change of your payroll or other vendors or systems which are integral to the performance of our
services;
• Change of your organizational contacts;
• Assignment of additional roles, responsibilities or functions related to the plan; or
UpdshA,1Wy302010
I IeVridt
Ms. Lauren Farley
HR/Risk Management Administrator
December 7, 2011
Page 8 of 11
Other factors which were not anticipated and increase the complexity or timing of plan
operations or which affect our responsibilities or duties.
Out -of- Pocket Expenses
Charges from third party vendors for printing or production services on your behalf will be passed
through to you, as well as any sales or use tax that Ann Consulting becomes obligated to pay in
connection with services provided on your behalf.
If you require copies of files for transferring services to other service providers during or after this
engagement, these services will be available based on our standard hourly time and expense rates.
Upde dJuly 302010
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L/
AMENDMENT RIO. ONE TO
PROFESSIONAL SERVICES AGREEMENT WITH
AON CONSULTING, INC.
v FOR BENEIFTS BROKER AND CONSULTING SERVICES
THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT
( "Amendment No. One "), is entered into as of this 151 day of March, 2011, by and
between the CITY OF NEWPORT BEACH, a California Municipal Corporation ( "City "),
and AON CONSULTING, Inc a New Jersey Corporation whose address is 1901 Main
Street, Suite 400, Irvine, California, 92614 ( "Consultant "), and is made with reference to
the following:
RECITALS:
A. On January 1, 2009, City and Consultant entered into a Professional Services
Agreement ( "Agreement ") with Consultant to conduct benefits broker and
consulting services( "Project ")
B. City desires to enter into this Amendment No. One to reflect a reduction in the
compensation paid to Consultant for fiscal year 2011/ 2012.
C. City and Consultant mutually desire to amend the Agreement, as provided below.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. COMPENSATION
The introductory paragraph to Section 4 of the Agreement shall be amended in its
entirety and replaced with the following:
As full compensation for all Services performed in accordance with this Agreement for
fiscal years 2009/ 2010 and 2010/ 2011 City shall pay Consultant one hundred and
thirty five thousand dollars and no /100 ($135,000.00) per fiscal year, plus all approved
reimbursable items and subconsultant fees.. As full compensation for all Services
performed for fiscal year 2011/ 2012, City shall pay Consultant one hundred and fifteen
thousand dollars and no /100 ($115,000), plus all approved reimbursable items and
subconsultant fees. No billing rate changes shall be made during the term of this
Agreement without the prior written approval of City.
2. INSURANCE
Section 13 of the Agreement shall be amended in its entirety and replaced with the
following:
2.1 Without limiting Consultant's indemnification of City, and prior to
commencement of Work, Consultant shall obtain, provide and maintain at its own
expense during the term of this Agreement, policies of insurance of the type and
amounts described below and in a form satisfactory to City.
2.1.1 Proof of Insurance. Consultant shall provide certificates of
insurance to City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation. Insurance certificates
and endorsement must be approved by City's Risk Manager prior to commencement of
performance. Current certification of insurance shall be kept on file with City at all times
during the term of this contract. City reserves the right to require complete, certified
copies of all required insurance policies, at any time.
Consultant shall procure and maintain for the duration of the contract insurance against
claims for injuries to persons or damages to property, which may arise from or in
connection with the performance of the Work hereunder by Consultant, his agents,
representatives, employees or subconsultants. The cost of such insurance shall be
included in Consultant's bid.
2.1.2 Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders' Rating
of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the
latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager.
2.1.3 Coverage Requirements.
2.1.3.1 Workers' Compensation Coverage. Consultant shall
maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability
Insurance (with limits of at least one million dollars ($1,000,000)) for Consultant's
employees in accordance with the laws of the State of California, Section 3700 of the
Labor Code In addition, Consultant shall require each subconsultant to similarly
maintain Workers' Compensation Insurance and Employer's Liability Insurance in
accordance with the laws of the State of California, Section 3700 for all of the
subconsultant's employees.
Any notice of cancellation or non - renewal of all Workers' Compensation policies must
be received by City at least thirty (30) calendar days (ten (10) calendar days written
notice of non - payment of premium) prior to such change.
Consultant shall submit to City, along with the certificate of insurance, a Waiver of
Subrogation endorsement in favor of City, its officers, agents, employees and
volunteers.
2.1.3.2 General Liability Coverage. Consultant shall maintain
commercial general liability insurance in an amount not less than one million dollars
($1,000,000) per occurrence for bodily injury, personal injury, and property damage,
including without limitation, blanket contractual liability.
2.1.3.3 Automobile Liability Coverage. Consultant shall maintain
automobile insurance covering bodily injury and property damage for all activities of the
Consultant arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in
an amount not less than one million dollars ($1,000,000) combined single limit for each
accident.
2.1.3.4 Professional Liability (Errors & Omissions) Coverage.
Consultant shall maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement, in the minimum amount of one million
dollars ($1,000,000) limit per claim and in the aggregate.
2.1.4 Other Insurance Provisions or Requirements. The policies are to
contain, or be endorsed to contain, the following provisions:
2.1.4.1 Waiver of Subrogation. All insurance coverage
maintained or procured pursuant to this agreement shall be endorsed to waive
subrogation against City, its elected or appointed officers, agents, officials, employees
and volunteers or shall specifically allow Consultant or others providing insurance
evidence in compliance with these requirements to waive their right of recovery prior to
a loss. Consultant hereby waives its own right of recovery against City, and shall require
similar written express waivers and insurance clauses from each of its subconsultants.
2.1.4.2 Enforcement of Contract Provisions. Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to
inform Consultant of non - compliance with any requirement imposes no additional
obligations on the City nor does it waive any rights hereunder.
2.1.4.3 Requirements not Limiting. Requirements of specific
coverage features or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for purposes of
clarification only as it pertains to a given issue and is not intended by any party or
insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type.
2.1.4.4 Notice of Cancellation. Consultant agrees to oblige its
insurance agent or broker and insurers to provide to City with thirty (30) days notice of
cancellation (except for nonpayment for which ten (10) days notice is required) or
nonrenewal of coverage for each required coverage.
2.1.5 Timely Notice of Claims. Consultant shall give City prompt and
timely notice of claims made or suits instituted that arise out of or result from
Consultant's performance under this Agreement.
2.1.6 Additional Insurance. Consultant shall also procure and maintain,
at its own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of the Work.
3. INTEGRATED CONTRACT
Except as expressly modified herein, all of
in Agreement shall remain unchanged and
her provisions, terms, and covenants set forth
shall be in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
One on the dates written below.
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
Assistant City Attorney
ATTEST: IZ II
Date-
By:.
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
A California municipal corporation
Date: 6t tat zM
By:*�`�� f
Dave Kiff
City Manager
CONSULTANT: Aon Consulting, Inc, a
New Jersey corporation
Date: 1) 1-1,o
By: YA4 1,/A !,( I h/M���
Karevi Albanese,
Senior Vice P esident
Date: --q 2 I
C�ristop er- DeWinter,
Specialist
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
3. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants set forth
in Agreement shall remain unchanged and shall be in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
One on the dates written below.
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
Date:
By:
Mynette D. Beauchamp
Assistant City Attorney
ATTEST:
Date:
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
A California municipal corporation
Date:
By:
Dave Kiff
City Manager
CONSULTANT: Aon Consulting, Inc, a
New Jersey corporation
Date:
Karen IA banese,
Senior Vice President
Date: S / L f f(
B A6K
Chlriistop6erDeWinter,
Specialist
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
scopeATTACHMENT A
C& ��vrn I
Exhibit A — Services to be Provided
Comments
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i, kimanerl Management , , `- v „e`� �, ,
A. Marketing Services
• Provide cost projections and funding analysis to include employer cost
and employee contributions
• Conduct review of business provisions in supplier/carrier contract
• Monitor AM Best ratings of suppliers/carriers
As needed review of HMO, PPO Provider Database Analysis to assess
market potential
B. Cost Control Strategy Analysis
Quarterly review of actual claims vs. budget
u Analyze factors driving plan costs and recommend opportunities to
better manage cost, access, and quality
o Benchmark medical plan costs and employee contributions on an
annual or as needed basis
a Provide select claims reports on a monthly or quarterly basis (if
available
o As needed review of HMO, PPO Provider Database Analysis to
estimate cost savings potential with alternative plans and delivery
mechanisms
u Develop alternative employee contribution strategies and formulas, as
needed
C. Alternative Funding Analysis as needed
u Self-funding
a National sto -loss alliance
Em to ee contribution strategies
A. On oin Mana ement
• Assist with billing issues and other vendor problems
• Troubleshoot problem claims issues
• Coordinate with vendor to resolve issues on delivery, enrollment and
other contract issues
J
wr
Comments
A ScheduledMana ement
• Negotiate/re- negotiate performance standards for carriers/supplier
annually, if applicable
a Meet with your staff on an as needed basis to discuss issues and open
items
e Evaluate and assist with elective benefit offers
u Conduct quarterly meetings with carriers/suppliers to identify
issues/problems and monitor performance against performance
standards, if applicable
t
IlT Plagani�'B,enefit Management
• Review programs to determine if competitive — on regional, industry
and size basis using Aonl-Iewitt's Database for plan design
• Review cost per member against normative data from AonHewitt's
Database
JV Tmplemen4ation Services
• Help negotiate final contracts to ensure they conform to bid
specifications
• Participate. in design ands stem review meetings
• Review contracts and booklets
• Establish procedures with vendors
• Review applications
• Post implementation debriefing
a� Compliance a D.64 at4.y Suppfurt
• Send bulletins on hot topics and legislative issues
• Access to AonHewitt ERISA .attorney /consultant
• Upon request, provide additional information to assist in client's
fulfillment of ERISA fiduciary duties
VI Aeconnt,Mgnagement and Client Services' ;,
�'
o Completion of stewardship re ort
a Meet with your staff on an as needed basis to discuss issues and open
items
Complete an action plan and update regularly
o Inform you of changes in the insurance marketplace
ILI all�ldifedf
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m---Comments
• Periodic seminars
• Ancill ary benefits strategy
• Wellness incentives
ATTACBMENT B
Schedule of BMEM6 motes:
Exhibit B — Payment for Services
For completing the assignment outlined in this letter, the City of Newport Beach will pay to AonHewitt a
fixed fee of $115,000 plus associated out -of- pocket expenses. The fee applies without regard to the amount
of time that AonHewitt spends on the assignment.
We will bill you monthly. Invoices will be in the amount of $9,583.33. Payment is due within 30 days of the
invoice date.
The charges for each phase of the assignment are as follows
Phase I: $115,000
Phase II: $ TBD
During the course of the assignment•, should the City of Newport Beach and AonHewitt agree to have
AonHewitt undertake additional projects, we would work within a separate proposal, fee estimate and Letter
of Engagement. We will bill you monthly on a time and expense basis as we incur charges for the additional
services.
If additional services not listed in Exhibit A are provided to the plan, then you will pay for those services
based on the time and expense required to complete the assignment, or via an additional fixed fee if we so
agree. We will provide an annual accounting of the services provided and the commissions and referral
fees received. Aonflewitt accepts from insurers only permissible forms of compensation.
If you have elected to compensate us an a time and expense basis, of on a fee -only basis, AonHewitt will
use its best efforts to negotiate placements for your insurance programs on a net of (without) commission
basis, to AonHewitt; however, if is not always possible or advisable to do so. 'In instances where a
commission is paid to Aonflewitt, we will credit the commission against our fees, where we are permitted
to do so by applicable law. We will advise you of all such commissions in writing prior to binding. If
AonHewitt is required, for any reason, to return any commissions that were credited against the fee, you
agree to reimburse AonHewitt for this amount.
AonHewitt will disclose to you all marketing quotes, including any applicable commission rates,
received prior to binding any coverages for your insurance programs. You, will also be provided prior to
binding with an accounting of any amounts to be paid to AonHewitt, AonHewitt affiliates, and/or non -
AonHewitt 'intermediaries if available, in connection with coverages placed for your insurance programs,
including any fees, if applicable, paid to AonHewitt for services it provides to third parties. In addition,
AonHewitt will annually provide you with a summary of all Ann revenue applicable to your insurance
programs. AonHewitt accepts from insurers only permissible forms of compensation.
In some instances, insurance placements made by AonHewitt on your behalf may require the
payment of state surplus lines or other premium taxes and/or fees in addition to.the premium itself.
AonHewitt will make every effort to identify any of these taxes and/or fees in advance, but in all
instances the payment of these taxes and/or fees will remain your responsibility. AonHewitt will invoice
you for the payment of these taxes and fees.
You acknowledge your responsibility to report and communicate in writing to AonlIewitt changes in
exposures, loss- related data and other material changes during the course of this Agreement.
AonHewitt's goal is to procure insurance for you with insurance companies possessing the financial
strength to perform in today's economic environment. Toward this objective, AonHewitt regularly
reviews publicly available information concerning an insurer's financial condition including, but not
limited to:
C .approvals by various regulatory authorities;
o analyses of insurers by professional rating agencies such as A.M. Best, Standard and Pours, and
Moody's;
G the input of our global affiliates and correspondents.
Most AonHeyvitt placements are made with insurers that are rated `Excellent" by the professional
rating agencies; however, AonHewitt does not guarantee the solvency of any insurer. AonHewitt
encourages you to review the publicly available information made available by Aonliewitt. The decision
to accept or reject an insurer will be made solely by you.
AonHewitt and/or its affiliates may from time to time maintain contractual relationships with the
insurers that are recommended as potential markets, or with whom your coverage may ultimately be
placed. Further details concerning AonHewitt's relationship with insurance carriers can be found at
http: / /www.aon.com/ about -aon/ corporate- governanc&guidelines- policies /market - relationship jsp.
The services and work product provided by AonHewitt hereunder are provided for your exclusive
use, to be used solely for your internal business purposes; they are not intended to be used or relied upon
by third parties. You agree that you will not, during the course of this Agreement and for one (1) year
thereafter, directly or indirectly communicate, divulge or otherwise disclose any work product to any
individual or entity that provides services of a similar nature to those services provided by AonHewitt and
shall prevent, to the best of your ability, the disclosure of this work product to such others.
In the event that your operations or your insurance programs substantially change by merger,
acquisition, expansion' or other material change in scope and nature of exposures, you will inform
AonHewitt, and you and AonHewitt will negotiate in good faith to revise this Agreement as appropriate.
AonHewitt's obligation to render services will terminate at the end of the Agreement.
Change in Scope
Please be aware that requested changes in the scope of services provided by AonHewitt could result in an
increase in fees and charges. Changes in scope could include, but are not limited to the following:
• A material increase in the number of employees and/or the number of participants;
• Amendments or changes to the plan design or plan operation;
• Change of your payroll or other vendors or systems which are integral to the performance of our
services;
• Change of your organizational contacts;
n Assignment of additional roles, responsibilities or functions related to the plan; or
Other factors which were not anticipated and increase the complexity or timing of plan
operations or which affect our responsibilities or duties.
Out -of- Pocket Expenses
Out -of- pocket expenses (including transportation, hotels, meals, etc.) will be billed as soon as possible
after the actual expenses are incurred. Charges from third party vendors for printing or production
services on your behalf will be passed through to you, as well as any sales or use tax that AonHewitt
becomes obligated to pay in connection with services provided on your behalf.
If you require copies of files for transferring services to other service providers during or after this
engagement, these services will be available based on our standard hourly time and expense rates.
PROFESSIONAL SERVICES AGREEMENT WITH
AON CONSULTING
FOR BENEFITS BROKER AND CONSULTING SERVICES
THIS AGREEMENT is made and entered into as of this 1st day of January, 2009, by
and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "City "), and
Aon Consulting, Inc a Corporation whose address is 1901 Main Street, Suite 400,
Irvine, California, 92614 ( "Consultant'), and is made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now
being conducted under the statutes of the State of California and the Charter of
City.
B. City is planning to execute the City of Newport Beach Health and Benefit
Services Agreement.
C. City desires to engage Consultant to conduct benefits broker and consulting
services as further described in the Scope of Services attached hereto as Exhibit
A ( "Project').
D. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement.
E. The principal member[s] of Consultant for purposes of Project, shall be Chris
DeWinter, Specialist and Johan DeKeyzer, Senior Vice President.
F. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as
follows:
1. TERM
The term of this Agreement shall commence on the above written date, and shall
terminate on the 31st day of December, 2009, at which time will automatically
renew for a subsequent period of 3 years. A 60 day advanced written notice is
required should the City not intend to renew.
2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference. The
City may elect to delete certain tasks of the Scope of Services at its sole
discretion.
3. TIME OF PERFORMANCE
Time is of the essence in the performance of services under this Agreement and
the services shall be performed to completion in a diligent and timely manner.
The failure by Consultant to perform the services in a diligent and timely manner
may result in termination of this Agreement by City.
Notwithstanding the foregoing, Consultant shall not be responsible for delays
due to causes beyond Consultant's reasonable control. However, in the case of
any such delay in the services to be provided for the Project, each party hereby
agrees to provide notice to the other party so that all delays can be addressed.
4. COMPENSATION TO CONSULTANT
City shall pay Consultant for the services on a fixed fee of $135,000.00, plus
associated out of pocket expenses in accordance with the provisions of this
Section and the Payment of Services attached hereto as Exhibit B. and
incorporated herein by reference. Consultant's compensation for all work
performed in accordance with this Agreement, including all reimbursable items
and subconsultant fees, shall not exceed one hundred and thirty five thousand
Dollars and no /100 ($135,000.00 per year) without prior written authorization
from City for services provided for fiscal years 2009 through 2012. (Total
compensation for initial terms of the agreement shall not exceed $540,000.00.
No billing rate changes shall be made during the term of this Agreement without
the prior written approval of City.
4.1 Consultant shall submit monthly invoices to City describing the work
performed the preceding month. City shall pay Consultant no later than
thirty (30) days after approval of the monthly invoice by City staff.
4.2 City shall reimburse Consultant only for those costs or expenses
specifically approved in this Agreement, or specifically approved in writing
in advance by City.
4.3 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra
Work" means any work that is determined by City to be necessary for the
proper completion of the Project, but which is not included within the
Scope of Services and which the parties did not reasonably anticipate
would be necessary at the execution of this Agreement.
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5. PROJECT MANAGER
Consultant shall designate a Specialist, who shall coordinate all phases of the
Project. This Specialist shall be available to City at all reasonable times during
the Agreement term. Consultant has designated Chris DeWinter to be its
Specialist. Consultant shall not remove or reassign the Specialist or any
personnel or assign any new or replacement personnel to the Project without the
prior written consent of City. City's approval shall not be unreasonably withheld
with respect to the removal or assignment of non -key personnel.
Consultant, at the sole discretion of City, shall remove from the Project any of its
personnel assigned to the performance of services upon written request of City.
Consultant warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by the Human Resources Department. The
Risk Manager shall be the Project Administrator and shall have the authority to
act for City under this Agreement. The Project Administrator or his /her
authorized representative shall represent City in all matters pertaining to the
services to be rendered pursuant to this Agreement.
7. STANDARD OF CARE
7.1 All of the services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and
technical personnel required to perform the services required by this
Agreement, and that it will perform all services in a manner
commensurate with community professional standards. All services shall
be performed by qualified and experienced personnel who are not
employed by City, nor have any contractual relationship with City. By
delivery of completed work, Consultant certifies that the work conforms to
the requirements of this Agreement and all applicable federal, state and
local laws and the professional standard of care.
7.2 Consultant represents and warrants to City that it has, shall obtain, and
shall keep in full force in effect during the term hereof, at its sole cost and
expense, all licenses, permits, qualifications, insurance and approvals of
whatsoever nature that is legally required of Consultant to practice its
profession. Consultant shall maintain a City of Newport Beach business
license during the term of this Agreement.
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8. HOLD HARMLESS
To the fullest extent permitted by law, Consultant shall indemnify, defend and
hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, and employees (collectively, the "Indemnified Parties ") from and
against any and all claims (including, without limitation, claims for bodily injury,
death or damage to property), demands, obligations, damages, actions, causes
of action, suits, losses, judgments, fines, penalties, liabilities, costs and
expenses (including, without limitation, attorney's fees, disbursements and court
costs) of every kind and nature whatsoever (individually, a Claim; collectively,
"Claims'), which may arise from or in any manner relate (directly or indirectly) to
any breach of the terms and conditions of this Agreement, any work performed
or services provided under this Agreement including, without limitation, defects in
workmanship or materials or Consultant's presence or activities conducted on
the Project (including the negligent and /or willful acts, errors and /or omissions of
Consultant, its principals, officers, agents, employees, vendors, suppliers,
consultants, subcontractors, anyone employed directly or indirectly by any of
them or for whose acts they may be liable or any or all of them).
Notwithstanding the foregoing, nothing herein shall be construed to require
Consultant to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorney's fees in any
action on or to enforce the terms of this Agreement. This indemnity shall apply
to all claims and liability regardless of whether any insurance policies are
applicable. The policy limits do not act as a limitation upon the amount of
indemnification to be provided by the Consultant.
9. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the work are under the control of Consultant, except to the extent
they are limited by statute, rule or regulation and the expressed terms of this
Agreement. Nothing in this Agreement shall be deemed to constitute approval
for Consultant or any of Consultant's employees or agents, to be the agents or
employees of City. Consultant shall have the responsibility for and control over
the means of performing the work, provided that Consultant is in compliance with
the terms of this Agreement. Anything in this Agreement that may appear to give
City the right to direct Consultant as to the details of the performance or to
exercise a measure of control over Consultant shall mean only that Consultant
shall follow the desires of City with respect to the results of the services.
10. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or
interest in the work to be performed. City agrees to cooperate with the
Consultant on the Project.
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11. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points
in order to ensure the Project proceeds in a manner consistent with City goals
and policies.
12. PROGRESS
Consultant is responsible for keeping the Project Administrator and /or his /her
duly authorized designee informed on a regular basis regarding the status and
progress of the Project, activities performed and planned, and any meetings that
have been scheduled or are desired.
13. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of work, Consultant shall obtain, provide and maintain at its own expense during
the term of this Agreement, a policy or policies of liability insurance of the type
and amounts described below and in a form satisfactory to City.
A. Certificates of Insurance. Consultant shall provide certificates of
insurance with original endorsements to City as evidence of the insurance
coverage required herein. Insurance certificates must be approved by
City's Risk Manager prior to commencement of performance or issuance
of any permit. Current certification of insurance shall be kept on file with
City at all times during the term of this Agreement.
B. Signature. A person authorized by the insurer to bind coverage on its
behalf shall sign certification of all required policies.
C. Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner
to transact business of insurance in the State of California, with an
assigned policyholders' Rating of A (or higher) and Financial Size
Category Class VII (or larger) in accordance with the latest edition of
Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager.
D. Coverage Requirements.
i. Workers' Compensation Coverage. Consultant shall maintain
Workers' Compensation Insurance and Employer's Liability
Insurance for his or her employees in accordance with the laws of
the State of California. In addition, Consultant shall require each
subcontractor to similarly maintain Workers' Compensation
Insurance and Employer's Liability Insurance in accordance with
the laws of the State of California for all of the subcontractor's
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employees. Any notice of cancellation or non - renewal of all
Workers' Compensation policies must be received by City at least
thirty (30) calendar days (10 calendar days written notice of non-
payment of premium) prior to such change. The insurer shall agree
to waive all rights of subrogation against City, its officers, agents,
employees and volunteers for losses arising from work performed
by Consultant for City.
ii. General Liability Coverage. Consultant shall maintain commercial
general liability insurance in an amount not less than one million
dollars ($1,000,000) per occurrence for bodily injury, personal
injury, and property damage, including without limitation,
contractual liability. If commercial general liability insurance or
other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to the work to be performed
under this Agreement, or the general aggregate limit shall be at
least twice the required occurrence limit.
iii. Automobile Liability Coverage. Consultant shall maintain
automobile insurance covering bodily injury and property damage
for all activities of the Consultant arising out of or in connection with
work to be performed under this Agreement, including coverage for
any owned, hired, non -owned or rented vehicles, in an amount not
less than one million dollars ($1,000,000) combined single limit for
each occurrence.
iv. Professional Errors and Omissions Insurance. Consultant shall
maintain professional errors and omissions insurance, which
covers the services to be performed in connection with this
Agreement in the minimum amount of one million dollars
($1,000,000).
E. Endorsements. Each general liability and automobile liability insurance
policy shall be endorsed with the following specific language:
The City, its elected or appointed officers, officials, employees,
agents and volunteers are to be covered as additional insureds with
respect to liability arising out of work performed by or on behalf of
the Consultant.
ii. This policy shall be considered primary insurance as respects to
City, its elected or appointed officers, officials, employees, agents
and volunteers as respects to all claims, losses, or liability arising
directly or indirectly from the Consultant's operations or services
provided to City. Any insurance maintained by City, including any
self- insured retention City may have, shall be considered excess
insurance only and not contributory with the insurance provided
hereunder.
iii. This insurance shall act for each insured and additional insured as
though a separate policy had been written for each, except with
respect to the limits of liability of the insuring company.
iv. The insurer waives all rights of subrogation against City, its elected
or appointed officers, officials, employees, agents and volunteers.
V. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to City, its elected or appointed
officers, officials, employees, agents or volunteers.
vi. The insurance provided by this policy shall not be suspended,
voided, canceled, or reduced in coverage or in limits, by either
party except after thirty (30) calendar days (10 calendar days
written notice of non - payment of premium) written notice has been
received by City.
F. Timely Notice of Claims. Consultant shall give City prompt and timely
notice of claim made or suit instituted arising out of or resulting from
Consultant's performance under this Agreement.
G. Additional Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of
the work.
14. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following
shall be construed as an assignment: The sale, assignment, transfer or other
disposition of any of the issued and outstanding capital stock of Consultant, or of
the interest of any general partner or joint venturer or syndicate member or
cotenant if Consultant is a partnership or joint- venture or syndicate or cotenancy,
which shall result in changing the control of Consultant. Control means fifty
percent (50 %) or more of the voting power, or twenty -five percent (25 %) or more
of the assets of the corporation, partnership or joint- venture.
15. SUBCONTRACTING
The parties recognize that a substantial inducement to City for entering into this
Agreement is the professional reputation, experience and competence of
Consultant. Assignments of any or all rights, duties or obligations of the
Consultant under this Agreement will be permitted only with the express written
consent of City. Consultant shall not subcontract any portion of the work to be
performed under this Agreement without the prior written authorization of City.
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16. OWNERSHIP OF DOCUMENTS
Each and every report, draft, map, record, plan, document and other writing
produced (hereinafter "Documents "), prepared or caused to be prepared by
Consultant, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and
City shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other party. Consultant shall, at Consultant's
expense, provide such Documents to City upon prior written request.
17. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the services in this Agreement, shall be kept
confidential unless City authorizes in writing the release of information.
18. RECORDS
Consultant shall keep records and invoices in connection with the work to be
performed under this Agreement. Consultant shall maintain complete and
accurate records with respect to the costs incurred under this Agreement and
any services, expenditures and disbursements charged to City, for a minimum
period of three (3) years, or for any longer period required by law, from the date
of final payment to Consultant under this Agreement. All such records and
invoices shall be clearly identifiable. Consultant shall allow a representative of
City to examine, audit and make transcripts or copies of such records and
invoices during regular business hours. Consultant shall allow inspection of all
work, data, Documents, proceedings and activities related to the Agreement for a
period of three (3) years from the date of final payment to Consultant under this
Agreement.
19. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction
of the dispute with respect to such payment. Such withholding shall not be
deemed to constitute a failure to pay according to the terms of this Agreement.
Consultant shall not discontinue work as a result of such withholding. Consultant
shall have an immediate right to appeal to the City Manager or his /her designee
with respect to such disputed sums. Consultant shall be entitled to receive
interest on any withheld sums at the rate of return that City earned on its
investments during the time period, from the date of withholding of any amounts
found to have been improperly withheld.
20. ERRORS AND OMISSIONS
E.
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what
would have resulted if there were not errors or omissions in the work
accomplished by Consultant, the additional design, construction and /or
restoration expense shall be borne by Consultant. Nothing in this paragraph is
intended to limit City's rights under the law or any other sections of this
Agreement.
21. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the
Project.
22. CONFLICTS OF INTEREST
The Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act "), which (1) requires such
persons to disclose any financial interest that may foreseeably be materially
affected by the work performed under this Agreement, and (2) prohibits such
persons from making, or participating in making, decisions that will foreseeably
financially affect such interest.
If subject to the Act, Consultant shall conform to all requirements of the Act.
Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Consultant shall indemnify and hold
harmless City for any and all claims for damages resulting from Consultant's
violation of this Section.
23. NOTICES
All notices, demands, requests or approvals to be given under the terms of this
Agreement shall be given in writing, and conclusively shall be deemed served
when delivered personally, or on the third business day after the deposit thereof
in the United States mail, postage prepaid, first -class mail, addressed as
hereinafter provided. All notices, demands, requests or approvals from
Consultant to City shall be addressed to City at:
Attn: Risk Manager
Human Resources Department
City of Newport Beach
3300 Newport Boulevard
Newport Beach, CA, 92663
Phone: 949 - 644 -3302
Fax: 949 - 644 -3305
All notices, demands, requests or approvals from CITY to Consultant shall be
addressed to Consultant at:
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Attention: Johan DeKeyzer
Aon Consulting
1901 Main Street, Suite 400
Irvine, CA 92614
Phone: 949- 608 -6482
Fax: 866 -321 -0902
24. TERMINATION
In the event that either party fails or refuses to perform any of the provisions of
this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not
cured within a period of two (2) calendar days, or if more than two (2) calendar
days are reasonably required to cure the default and the defaulting party fails to
give adequate assurance of due performance within two (2) calendar days after
receipt of written notice of default, specifying the nature of such default and the
steps necessary to cure such default, and thereafter diligently take steps to cure
the default, the non - defaulting party may terminate the Agreement forthwith by
giving to the defaulting party written notice thereof.
Notwithstanding the above provisions, City shall have the right, at its sole
discretion and without cause, of terminating this Agreement at any time by giving
seven (7) calendar days prior written notice to Consultant. In the event of
termination under this Section, City shall pay Consultant for services
satisfactorily performed and costs incurred up to the effective date of termination
for which Consultant has not been previously paid. On the effective date of
termination, Consultant shall deliver to City all reports, Documents and other
information developed or accumulated in the performance of this Agreement,
whether in draft or final form.
25. COMPLIANCE WITH ALL LANDS
Consultant shall at its own cost and expense comply with all statutes,
ordinances, regulations and requirements of all governmental entities, including
federal, state, county or municipal, whether now in force or hereinafter enacted.
In addition, all work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
26. WAIVER
A waiver by either party of any breach, of any term, covenant or condition
contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
i[i1
27. INTEGRATED CONTRACT
This Agreement represents the full and complete understanding of every kind or
nature whatsoever between the parties hereto, and all preliminary negotiations
and agreements of whatsoever kind or nature are merged herein. No verbal
agreement or implied covenant shall be held to vary the provisions herein.
28. CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement
and the Scope of Services or any other attachments attached hereto, the terms
of this Agreement shall govern.
29. INTERPRETATION
The terms of this Agreement shall be construed in accordance with the meaning
of the language used and shall not be construed for or against either party by
reason of the authorship of the Agreement or any other rule of construction
which might otherwise apply.
30. AMENDMENTS
This Agreement may be modified or amended only by a written document
executed by both Consultant and City and approved as to form by the City
Attorney.
31. SEVERABILITY
If any term or portion of this Agreement is held to be invalid, illegal, or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions of
this Agreement shall continue in full force and effect.
32. CONTROLLING LAW AND VENUE
The laws of the State of California shall govern this Agreement and all matters
relating to it and any action brought relating to this Agreement shall be
adjudicated in a court of competent jurisdiction in the County of Orange.
33. EQUAL OPPORTUNITY EMPLOYMENT
Consultant represents that it is an equal opportunity employer and it shall not
discriminate against any subcontractor, employee or applicant for employment
because of race, religion, color, national origin, handicap, ancestry, sex or age.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on
the day and year first written above.
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APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY:
Mynette Beauchamp
Assistant City Attorney
ATTEST:
EM
Leilani Brown,
City Clerk
CITY OF NEWPORT BEACH,
A Municipal Corporation
Keith D. Curry
Mayor
CONSULTANT:Aon Consulting
By:_
Title:
Print
By:_
Title:
(Corporate Officer)
(Financial Officer)
Print Name:
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
F: \users \cat\ shared\ ContractTemplatesPublishedonlntranet \FORM — Professional Service Agreemenl.doc
Rev: 03.05.09
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