HomeMy WebLinkAboutC-4705 - PSA for Property and Casualty Broker of Record ServicesO
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CITY OF
a� m
"�CIF00.T\P NEWPORT BEACH
Human Resources/Risk Management Department
DATE: November 13. 2015
TO: Barbara Salvini, Human Resources Director &
Dan Matusiewicz, Finance Director
FROM: Sheri Anderson, Risk Manager
T/TLE.• Single -Source Memorandum for One -Year Contract Extension
for Alliant Insurance Broker Services
Risk Management staff has been working with Finance and IT since January 2015 on
the configuration and development of the Tyler Munis HR/Payroll module with an
implementation goal of January 2016.
The time commitment of the Tyler Munis project limits staff's ability to perform additional
large projects. When staff returns from Tyler consulting sessions, they are required to
catch up on regular work. and perform their day-to-day operations. For this reason, we
do not have the capability to conduct a formal Request for Proposal {RFP} before the
expiration of Alliant's contract for insurance broker services.
Council Policy F-14 and the City Manager's administrative policy for contracting,
necessitates a competitive bid process, except when it would be impossible or not
practical, or when there is no advantage gained for soliciting bids from multiple
consultants. Alliant was selected to perform insurance broker services following an
RFP process conducted in 20.10. This process confirms the consultant's ability to meet
the expectations of the City at a competitive rate, which Alliant has agreed to extend for
one year through November 2016.
Since Alliant has been vetted through a complete RFP process and has agreed to
extend their current competitive rate for one year, a single source contract extension is
consistent with Council Policy F-14.
Please sign and date below if you are in concurrence with this request to approve the
extension of the Professional Services Agreement with Alliant for one year.
Barbara Salvini i ^ 15
Human Resources girector Date: VIM1 �
65( Al J
dn-Matusiew -
Finance Director Date:
December 2, 2014
Delivery via First Class U.S. Mail
Attn: Rennetta Poncy
Alliant Insurance Services, Inc.
1301 Dove Street, Suite 200
Newport Beach, CA 92660
L 1 0 W
FINANCE DEPARTMENT
RE: Professional Services Agreement between Alliant Insurance Services, Inc. and City
of Newport Beach for Property and Casualty Broker of Record Services C-4705
Dear Ms. Poncy:
Pursuant to Section 1 of the Professional Services Agreement ("Agreement") dated December
1, 2010 between the City of Newport Beach ("City") and Alliant Insurance Services, Inc.
("Consultant") for property and casualty broker of record services, City Contract C-4705, please
accept this correspondence as the City's written confirmation exercising its option to extend the
term of the Agreement for the 5th year, to November 30, 2015.
In accordance with the Schedule of Billing Rates attached to the Agreement as Exhibit B, the
total administrative fees for year 5 shall not exceed $90,000.00. Except as expressly modified
herein, all other provisions, terms, and covenants set forth in the Agreement shall remain
unchanged and shall be in full force and effect.
Please contact the undersigned with any questions regarding this renewal notification. Thank
you for your continued excellence in providing property and casualty broker of record services to
the City. We look forward to continue working with your firm.
Best Regards,
Anthony Nguyen
Purchasing Agent, City of Newport Beach
anguyen(a)_newportbeachca.gov
cc: Terri Cassidy, Human Resources Director/ Deputy City Manager
City Clerk Contract File C-4705
3300 Newport Boulevard • Post Office Box 1768 • Newport Beach, California 92658-8915
Telephone: (949) 644-3127 • Fax: (949) 644-3339 -Website: www.newportbcachca.gov
.. McDonald, Cristal
From: Ortiz, Camille (Jill)
Sent: Monday, July 21, 2014 12:13 PM
To: McDonald, Cristal
Subject: RE: 6/24/14 City Council Meeting - Item 9 (City Insurance Renewals)
Hi Cristal,
I talked with Sheri, and there is nothing else you need.
Thanks!
Jill Camille Ortiz
Human Resources Specialist II
City of Newport Beach
100 Civic Center Drive I Newport Beach I CA 192660
T (949) 644-3310 1 F (949) 644-3305 jortiz(a)newportbeachca.aov
This message is intended only for the use of the individual or entity to which it is addressed and may contain information that is privileged,
confidential, and exempt from disclosure under applicable laws If the reader of this message is not the intended recipient, or the employee or
agent responsible for delivering the message to the intended recipient, you are hereby notified that any dissemination, distribution, forwarding,
or copying of this communication is strictly prohibited. If you have received this communication in error, please notify the sender immediately
by e-mail or telephone, and delete the original message immediately. Thank you.
From: McDonald, Cristal
Sent: Sunday, July 20, 2014 11:04 AM
To: Ortiz, Camille (Jill)
Cc: Anderson, Cheryl
Subject: 6/24/14 City Council Meeting - Item 9 (City Insurance Renewals)
Hi Jill. I'm following up on the above referenced item. Will there be an agreement or just the policy that you will
maintain? Just let me know so I know whether further follow up will be needed. Thanks,
Cristal M. McDonald
Deputy City Clerk
City of Newport Beach
100 Civic Center Drive I Newport Beach I CA 192660
T (949) 644-30051 F (949) 644-3039 1 cmcdonald@newportbeachca.gov
CITY OF
o rA NEWPORT BEACH
City Council Staff Report
June 24, 2014
Agenda Item No. 9.
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Terri L. Cassidy, Deputy City Manager/Human Resources Director -(949) 644-3303,
tcassidy@newportbeachca.gov
PREPARED BY: Lauren Farley, HR/RM Administrator, Sheri Anderson, HR Supervisor, and Jill Ortiz,
HR Specialist
PHONE: (949) 644-3302, (949) 644-3307, and (949) 644-3310
TITLE: City Insurance Renewals
ABSTRACT:
The City purchases insurance coverage under its risk management program including, but
not limited to: excess general liability coverage, excess workers' compensation coverage,
and property insurance covering all risk, earthquake & flood. This insurance provides the
City with a broad coverage base to protect its monetary, real and personal property assets.
RECOMMENDATION:
Approve renewal of the following insurances: excess general liability, excess workers'
compensation, pollution and property insurance coverage for an amount not to exceed
$1,948,132 in total premium from the Insurance Reserve Funds. The term of the renewal is for
a twelve (12) month policy period, July 1, 2014, through June 30, 2015, for excess general
liability, excess workers' compensation, and property insurance. Pollution liability coverage is
being renewed for a thirty-six (36) month policy period, July 1, 2014, through June 30, 2017.
FUNDING REQUIREMENTS:
The adopted budget for the new fiscal year (FY) includes sufficient funding for this purchase. It
will be expensed to the Insurance Reserve Funds account in the Human Resources
Department, 6010 and 6020.
DISCUSSION:
Insurance Application Process The insurance renewal process commences in October, each
year, with Risk Management staff fulfilling the underwriter's requirements and providing the
completed applications to the City's insurance broker, Alliant Insurance Services, Inc. ("Alliant")
for thorough review.
Insurance Market
Alliant releases the City's applications for coverage to insurance markets in March. At the
City's request, the broker adheres to the following marketing criteria for its renewal: broad
coverage terms, various policy limits and self-insured retentions (SIR) with stable premium
costs. Alliant accessed numerous competitive -market insurance carriers:
Excess General Liability Coverage - seventeen (17)
Pollution Liability Coverage - twelve (12)
Earthquake and Flood Coverage - seventeen (17)
Joint purchase plans and any stable, pooled insurance programs available were also reviewed
to provide the City with the best renewal quotes possible. For the Excess Workers
Compensation Coverage — CSAC — EIA Pooled program has the broadest policy language at
the best premium for the City; therefore, no other markets were explored.
Renewal Quotes
The City has maintained a $500,000 self-insured retention (SIR) level for its general liability
program for the last 15 years. However, most cities with our underwriting criteria (population
size, payroll, services offered, geographic location and other specialty areas) have a minimum
$1 million SIR. Over the last 3 years, the City's large losses reserved or settled over $100,000
or greater in the areas of dangerous condition, employment liability, negligence and disability
access may result in this being the last year the City is offered a $500,000 SIR for its Excess
General Liability program.
Alliant provided staff final quotes for review of all the coverages listed above including the self-
insured retention (SIR) amounts, insured limits, deductible (applicable to property insurance
only), coverage forms and policy periods. The total renewal premium is a reduction of 2.6%
from FY 13/14.
The coverage type, insurance carrier(s), SIR or deductible, policy limits and preliminary
premium costs are outlined below:
Annual 2014
Annual 2015
Insurance Carrier and
I nsuranoe Carrier
% Difference
Premium
and Premium
Excess General Liability,
CSAC EIA & AWAC
CSAC EIA & CLIP
4'2%
$500,000 SI R ($50
$500,000 SI R
$598,651
million limits)
$579,000
Excess Workers'
CSAC EIA
Compensation, $500,000
CSAC EIA $334,215
$311,679
-7.2%
SI R (Statutory L i mits)
-1.1%
PER P
Primary Property $243,570
Earthquake & Flood
Deductible 10% of M ul ti pl e Card ers
Total I nsured Val ue (TIV) of $680,441
$246,432,768 ($50 million
limits)
XL
Pollution $202,233 (3 year premium)
Annual $67,411
Total Annual Premium 1 $1,904,637
E
M ul ti pl e Carri ers -9%
$648,714
XL, ACE or
Phi I add phi a
$168,799 (3 year -19.8%
premi um)
Annual $56,266
Total Annual
$1,856,113 Reduction
-2.6'0
ENVIRONMENTAL REVIEW:
Staff recommends the City Council find this action is not subject to the California Environmental
Quality Act ("CEQA") pursuant to Sections 15060(c)(2) (the activity will not result in a direct or
reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the
activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code
of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change
to the environment, directly or indirectly.
NOTICING:
The agenda item has been noticed according to the Brown Act (72 hours in advance of the
meeting at which the City Council considers the item).
December 30, 2013
Delivery via I" Class U.S. Mail
Attn: Rennetta Poncy
Alliant Insurance Services, Inc.
1301 Dove Street, Suite 200
Newport Beach, CA 92660
RE: Professional Services Agreement between Alliant Insurance Services, Inc. and
City of Newport Beach for Property and Casualty Broker of Record Services
C-4705
Dear Ms. Poncy:
Pursuant to Section 1 of the Professional Services Agreement ("Agreement") dated December
1, 2010 between the City of Newport Beach ("City") and Alliant Insurance Services, Inc.
("Consultant") for property and casualty broker of record services, City Contract C-4705, please
consider this communication as the City's written confirmation exercising its option to extend the
term of the Agreement for the 4th year, to November 30, 2014.
In accordance with the Schedule of Billing Rates attached to the Agreement as Exhibit B, the
total administrative fees for year 4 shall not exceed $90,000.00. Except as expressly modified
herein, all other provisions, terms, and covenants set forth in the Agreement shall remain
unchanged and shall be in full force and effect.
Please contact the undersigned with any questions regarding
you for your continued excellent services in providing property
services. We look forward to continue working with your firm.
Sincerely,
Anthony Ngu
Purchasing Agent
P: 949-644-3080
F: 949-642-7072
Anguyen(a)newportbeachca.gov
this renewal notification. Thank
and casualty broker of record
cc: Terri Cassidy, Human Resources Director/ Deputy City Manager
City Clerk Contract File C-4705
3300 Newport Boulevard - Post Office Bos 1765 • Newport Beach, California 9265343915
Telephone: (949) 644-3127 • Fax: (949) 644-3339 -Website: v,�vw.newportbeachca.gov
q 7,1)
PROFESSIONAL SERVICES AGREEMENT WITH
ALLIANT INSURANCE SERVICES, INC.
FOR PROPERTY & CASUALTY BROKER OF RECORD SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made
and entered into as of this Vt day of December, 2010, by and between the CITY OF
NEWPORT BEACH, a California Municipal Corporation ("City"), and Alliant Insurance
Services, Inc. an Insurance Brokerage whose address is 1301 Dove Street, Ste. 200,
Newport Beach, California, 92660 ("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 purchases property and casualty insurance coverages to protect the City
and its assets from losses occurring in the course of its operation. This activity is
conducted by licensed insurance brokers via contract approving them as the
City's Broker of Record and authorized to act on the City's behalf for such
activity.
C. City desires to engage Consultant to be the City's Property & Casualty Broker of
Record ("Project").
D. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement.
E. The principal member of Consultant for purposes of Project, shall be Michael
Simmons.
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 Areement shall commence on the above written date, and shall
terminate on the 309h day of November, 2013, unless terminated earlier as set forth
herein.
The City and Consultant may mutually agree to extend the Agreement for two (2)
additional one (1) year terms unless either party provides thirty (30) days written notice
that the Agreement shall terminate at the end of any term.
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 ("Work" or
"Services"). 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.
3.1 Consultant shall submit all requests for extensions of time for
performance in writing to the Project Administrator not later than ten (10)
calendar days after the start of the condition that purportedly causes a
delay. The Project Administrator shall review all such requests and may
grant reasonable time extensions for unforeseeable delays that are
beyond Consultant's control.
3.2 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the
circumstances, by either telephone, fax, hand -delivery or mail.
4. COMPENSATION TO CONSULTANT
City shall pay Consultant for the Services on a flat fee basis in accordance with the
provisions of this Section and the Schedule of Billing Rates 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 Ninety Thousand Dollars and no/100 ($90,000),
per year, for the first three years without prior written authorization from City. No billing
rate changes shall be made during the term of this Agreement without the prior written
approval of City.
4.1 City shall pay Consultant quarterly by invoice beginning December 1,
2010. City shall pay Consultant no later than thirty (30) days after
approval of the quarterly invoice by City staff.
Professional Services Agreement Page 2
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. Unless otherwise approved, such costs shall be
limited and include nothing more than the following costs incurred by
Consultant:
A. Actual costs and/or other costs and/or payments specifically
authorized in advance in writing and incurred by Consultant in the
performance of this Agreement.
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.
Changes in Services. The Fee is subject to adjustment if City creates a
new Program other than those Programs listed in Exhibit A, requests a
change in Service or if the City's size or organization changes to alter the
time involved in the Service.
Exclusions. Commissions for Special Events, Notary Bonds and
Vendor/Contractor Liability Programs are not included in the annual Fee
or Compensation, as coverage is provided to third party individuals.
Disclosures
Exclusions. Commissions for Special Events, Notary Bonds and
Vendor/Contractor Liability Programs are not included in the annual Fee
or Compensation, as coverage is provided to third party individuals.
Transparency and Disclosure. During the time of this Agreement,
Consultant will annually disclose any Commissions received by
Consultant in connection with any insurance placements on behalf of City
under the Consultant's "Transparency and Disclosure" policy, a copy of
which is made available upon request. Pursuant to its policy, Consultant
will conduct business in conformance with all applicable insurance
regulations and in advancement of the best interests of its clients. In
addition, Consultant's conflict of interest policy precludes it from accepting
any form of broker incentives that would result in business being placed
with carriers in conflict with the interests of Consultant's clients.
Other Alliant Services. In addition to the Compensation that Consultant
receives, its related entity, Alliant Specialty Insurance Services (ASIS)
may receive compensation from Consultant and/or a carrier for providing
underwriting services. The financial impact of the compensation received
Professional Services Agreement Page 3
by ASIS is a cost included in the premium. Additionally, the related
entities of Alliant Business Services (ABS) and/or Strategic HR may
receive compensation from Consultant and/or a carrier for providing
designated, value-added services. Services contracted for by the City
directly will be invoiced accordingly. Otherwise, services will be provided
at the expense of Consultant and/or the carrier.
Taxes and Fees, Third Party Brokers and Indirect Income
Surplus Lines Fees and Taxes. In certain circumstances, placement of
insurance services made by Consultant on behalf of City, with the prior
approval of City, may require the payment of surplus lines assessments,
taxes, and/or fees to state regulators, boards, and associations. Such
assessments, taxes, and/or fees will be charged to City and identified
separately on invoices covering these placements. City shall be
responsible for all such assessments, taxes, and fees, whether or not
separately invoiced. Consultant shall not be responsible for the payment
of any such fees, taxes, or assessments, except to the extent such fees,
taxes or assessments have already been collected from City.
Third Party Brokers. Consultant may determine from time to time that it is
necessary or appropriate to utilize the services of third party brokers (such
as surplus lines brokers, underwriting managers, London market brokers,
and reinsurance brokers) to assist in marketing the City insurance
program. Subject to the provisions herein, these third party brokers may
be affiliates of Consultant (e.g., other companies of Consultant that
provide services other than those included within the Scope of Services of
this Agreement), or may be unrelated third party brokers. Compensation
to such third party brokers will be paid by the insurance company out of
paid insurance premiums.
Indirect Income. "Indirect Income" includes such items as insurance
carrier contingency arrangements. Consultant will not accept these
compensation incentives from insurers, including contingent commissions,
market service agreements (MSA), volume -based commissions incentives
and rebates on business placed on behalf of City within the Scope of
Services of this Agreement.
5. PROJECT MANAGER
Consultant shall designate a Project Manager, who shall coordinate all phases of the
Project. This Project Manager shall be available to City at all reasonable times during
the Agreement term. Consultant has designated Rennetta Poncy and Michael
Simmons to be its Project Manager(s). Consultant shall not remove or reassign the
Project Managers 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.
Professional Services Agreement Page 4
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. Lauren
Farley, HR/Risk Management Administrator, or his/her designee, 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. CITY'S RESPONSIBILITIES
In order to assist Consultant in the execution of its responsibilities under this
Agreement, City agrees to, where applicable:
A. Provide access to, and upon request of Consultant, one copy of all
existing relevant information on file at City. City will provide all such
materials in a timely manner so as not to cause delays in Consultant's
Work schedule.
B. Provide blueprinting and other Services through City's reproduction
company for bid documents. Consultant will be required to coordinate the
required bid documents with City's reproduction company. All other
reproduction will be the responsibility of Consultant and as defined above.
C. Provide usable life of facilities criteria and information with regards to new
facilities or facilities to be rehabilitated.
8. STANDARD OF CARE
8.1 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.
8.2 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
Professional Services Agreement Page 5
profession. Consultant shall maintain a City of Newport Beach business
license during the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by
reason of strikes, lockouts, accidents, or acts of God, or the failure of City
to furnish timely information or to approve or disapprove Consultant's
Work promptly, or delay or faulty performance by City, contractors, or
governmental agencies.
9. 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, subconsultants, 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.
10. 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
Professional Services Agreement Page 6
that Consultant shall follow the desires of City with respect to the results of the
Services.
11. 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.
12. 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.
13. 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.
14. 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, policies of insurance of the type and amounts described below and
in a form satisfactory to City.
A. 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 anytime.
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.
B. 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
Professional Services Agreement Page 7
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.
C. Coverage Requirements.
i. 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.
ii. General Liability Coverage. Consultant shall maintain commercial
general liability insurance in an amount not less than ten million
dollars ($10,000,000) per occurrence for bodily injury, personal
injury, and property damage, including without limitation, blanket
contractual liability.
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 accident.
iv. 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 ten million dollars ($10,000,000) limit per claim
and in the aggregate.
D. Other Insurance Provisions or Requirements.
The policies are to contain, or be endorsed to contain, the following provisions:
Professional Services Agreement Page 8
i. 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.
J. 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.
iii. 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.
iv. 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.
E. TimelV 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.
F. 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.
15. 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
Professional Services Agreement Page 9
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.
16. 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.
17. 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.
Documents, including drawings and specifications, prepared by Consultant pursuant to
this Agreement are not intended or represented to be suitable for reuse by City or
others on any other project. Any use of completed Documents for other projects and
any use of incomplete Documents without specific written authorization from Consultant
will be at City's sole risk and without liability to Consultant. Further, any and all liability
arising out of changes made to Consultant's deliverables under this Agreement by City
or persons other than Consultant is waived against Consultant and City assumes full
responsibility for such changes unless City has given Consultant prior notice and has
received from Consultant written consent for such changes.
18. 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.
19. INTELLECTUAL PROPERTY INDEMNITY
The Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement of any
United States' letters patent, trademark, or copyright infringement, including costs,
contained in Consultant's drawings and specifications provided under this Agreement.
Professional Services Agreement Page 10
20. 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.
21. 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.
22. ERRORS AND OMISSIONS
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.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the Project.
24. 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
Professional Services Agreement Page 11
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.
25. 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:
Attention: Sheri Anderson
Human Resources Department
City of Newport Beach
3300 Newport Boulevard
PO Box 1768
Newport Beach, CA 92658
Phone: 949-644-3307
Fax: 949-723-3509
canderson@newportbeachca.gov
All notices, demands, requests or approvals from CITY to Consultant shall be addressed
to Consultant at:
Attention: Rennetta Poncy
Alliant Insurance Services, Inc.
1301 Dove Street, Suite 200
Newport Beach, CA 92660
Phone: 949-756-0271
Fax: 949-756-2713
rponcy@alliantinsurance.com
26. CLAIMS
The Consultant and the City expressly agree that in addition to any claims filing
requirements set forth in the Contract and Contract documents, the Consultant shall be
required to file any claim the Consultant may have against the City in strict conformance
with the Tort Claims Act (Government Code sections 900 et seq.).
27. 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
seven (7) calendar days, or if more than seven (7) calendar days are reasonably
required to cure the default and the defaulting party fails to give adequate assurance of
due performance within seven (7) calendar days after receipt of written notice of
default, specifying the nature of such default and the steps necessary to cure such
Professional Services Agreement Page 12
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 sixty (60) 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.
28. COMPLIANCE WITH ALL LAWS
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.
29. 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.
30. 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.
31. 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.
32. 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.
Professional Services Agreement Page 13
33. 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.
34. 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.
35. CONTROLLING LAVH 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.
36. 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.
Professional Services Agreement Page 14
C:I'r OF NE'vvPO. T BFF-.C11 EXHIBIT
Scope of Services
Outline in your proposal the services your firm will provide. If certain services are to be
provided through an insurer, other broker or independent contractor, explain in detail what
services each will provide and how all services will be coordinated. Service requirements for
City's Insurance Broker of Record include but are not limited to the following:
Administrative Requirements
1) Meet with the City's Risk Management staff no less than quarterly to discuss insurance
questions, concerns and/or trends that may affect the City;
2) Attend occasional meetings with City management or other persons as requested;
3) Submit an annual stewardship report, including a summary of past activity and action
plans (anticipated goals) for the coming contract period prior to the beginning of each
year of service, including at a minimum:
• Insured program earned premiums and incurred losses by year by coverage line,
° Anticipated renewal terms and conditions and other indications of market conditions,
trends and anticipated changes,
o Identified problem areas such as claim handling, safety hazards, uninsured risks,
etc.,
• Recommendations for improved program design,
° Services performed and planned,
• Accounting of all income received on this account, including income to affiliates,
subsidiaries and parent organizations, and the method by which fees are calculated
(for charges other than base fee);
4) Maintain confidential all information provided by the Broker pursuant to the contract, and
return any written, computer-generated or other tangible documentation or proprietary
information to City upon request or at the termination of the contract; Broker shall not
permit reproduction or use of confidential information except as authorized by the City.
Documents generated, provided or prepared by Broker on behalf of the City are the
property of the City and must be turned over to the City upon request in the form(s)
requested (i.e., on diskette, paper, or otherwise),
5) Inform City immediately of any proposed changes of the individuals handling City's
account and the qualifications of the prospective individuals. Such changes shall be
made subject to agreement with City,
6) Be knowledgeable of the needs of the City and be adept in identifying and measuring
risks of a municipality;
_.1 TY i:F NEVVPiiR'r-F_Ac.'. !—I i. �—ilr.li �\
7) Maintain accurate claim data on an accident date basis and provide City with a quarterly
status report;
8) Service insurance requests (e.g., issuing certificates of insurance, endorsements, etc.) as
needed;
9) Review certificates of insurance, in addition to contract insurance provisions if necessary,
for City contracts; approve or provide department checklist for corrections until certificate
complies and approved;
10) Keep current and provide to City a complete listing of all insurance policies and all details
pertinent to the policies in the form of a "policy digest'
11) Cooperate in any transition to another broker at the expiration of the five-year contract.
Broker will be required to deliver all data/documents as set forth herein. Payment of final
monthly invoice shall be held until transfer of all data/documents is completed to the
satisfaction of the City.
Marketing and Negotiating Insurance Coverage
12) Continually monitor and analyze City's operations and loss exposures;
13) Perform all on-site inspections necessary to identify exposures;
14) Recommend coverages consistent with the exposures to provide the highest level of
coverage at the least possible cost to the City;
15) Collect and maintain for future use all the data necessary, and prepare professional
insurance proposal submission packages for proper marketing of various coverages,
15) Market the insurance needs of the City, preparing underwriting specifications and bid
packages for all insurance placements, including renewals,
17) Negotiate with underwriters on terms and conditions to obtain the most beneficial and
cost-effective coverages available to the City, and include the Risk Management in
negotiations,
18) Provide, as requested from time to time by the City, insurance quotations for additional
insurance coverages,
19) Verify the rates and premiums for accuracy; determine that rating bureau and underwriter
rates are correct,
20) Check wording for accuracy on new policies, binders, certificates, endorsements or other
documents when they are received, verify that all negotiated coverage enhancements are
provided and obtain revisions in such documents when needed;
21) Promptly submit originals of all policies and endorsements to City.
22) Oversee and coordinate all services provided by underwriters and insurance carriers on
behalf of the City;
23) Assure that all coverages are placed with financially responsible insurers that meet
minimum rating requirements as approved by Risk Management;
ilii Q.'J I_R, II I, q_) , 0 .`.; EI I. 8
CITY OF IJEU!P"IRT BEACH
EXI-IIBIT A
24) Use California -admitted insurers unless there are compelling reasons (e.g., significant
cost savings, financial security) to use non -admitted insurers;
Insurance Consultative/Advisor Services
25) Be readily available to answer insurance related questions/concerns;
26) Make a good faith effort to keep Risk Management informed of all market developments
which might affect the City's access to or cost of insurance;
27) Assist Risk Management in reviewing purchase order agreements, leases, and other
contracts to determine if a risk or exposure can be transferred or avoided;
2E) Work with, and provide assistance to the City on loss control programs;
29) Participate in and advise on claims and litigation management and analysis and assist in
the adjustment and settlement of claims and losses;
30) Review quarterly loss runs of all claims made against the City and present your findings
and recommendations in a format acceptable to Risk Management: /��J
6✓J7')41
31) Electronically maintain property database/books,
for all buildings owned by the City; S�t II
City locations every three years and compute valuations; G1J__ �a� crf
32) Review new construction plans as needed and make recommendations on fire protection (J (�^C
systems, precautions to take during construction and liability risks and exposures; �
Review and comment on insurer loss control activities and recommendations
Consultant agrees to provide services to the following Programs of City:
• Property
• Difference in Conditions
• Fidelity Insurance
• Workers' Compensation
• Watercraft
• Crime
• Excess Public Liability
• Pollution
• Oil Well Blanket Bond
• Builders Risk
• Special Event
.. I. D0'r r•T Fri 'i. Pf-'rIr i.,,.' L
EXHIBIT B
RFP Property & Casualty Broker of Record
Alliant Insurances Services, Inc.
Schedule of Billing Rates
Flat Fee:
Year 2011
$ 90,000
Year 2012
$ 90,000
Year 2013
$ 90,000
As mutually agreeable, two 1 Year extensions to this Agreement are included at a Fee
increase not to exceed 3% each year.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on
the day and year first written above.
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY:
By:
M tte D'Op uchamp
Assistant,Ci Attorney
ATTEST:
G 4 � 0
By: gu
Leilani Brown,
City Clerk
Attachments:
AOS -00093 5.13.10
CITY OF NEWPORT BEACH,
A Municipal
By:
Mayor Keith Curry
CONSULTANT:
By:i'�'e'aA4
(Corporate Officer)
Title:_,`'y(sPTt'�yi�Pr4ld
Prii
I�
Print Name: r e' { -
Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Professional Services Agreement Page 15
CITY OF NEWPORT BEACH
CITY COUNCIL STAFF REPORT
Agenda Item No.
10 &%lOo-e?p%
December 6, 2010 /,
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL `/� 97bS—
FROM: Human Resources, Terri L. Cassidy, HR Director, (949) 644-3303,
tcassidy@newportbeachca.gov
Lauren Farley, HR/Risk Management, (949) 644-3302
Ifarley@newporbeachca.gov
SUBJECT: Property & Casualty Broker— Selection of Broker of Record
Issue:
The current Property and Casualty Broker of Record contract is expiring. Staff
conducted a Request for Proposal (RFP) for broker services over the past three (3)
months.
Recommendation:
Council approval of the Property and Casualty Broker of Record with Alliant Insurance
Services and the Professional Services Agreement (PSA) (Attachment A) with fees not
to exceed $90,000 annually for three (3) years effective 12/1/10. The City also has the
right, at its sole discretion, to extend the Agreement to a fourth and fifth year by
exercising options per Exhibit B of the PSA.
Discussion:
The City purchases a broad range of property and casualty insurance coverage to
protect its assets through a licensed broker in the state of California. This coverage
includes: All Risk Property (including Boiler and Machinery), Earthquake & Flood,
Crime, Fiduciary, Watercraft, Excess Workers Compensation, Excess General Liability
and Pollution Liability with a renewal date of 3/1/2011. The oil well bonds are the
exception and renew on the calendar year.
In addition to being a full service City, Newport Beach has additional exposures with its
beaches, oil wells, reservoirs and protected wildlife and lands. Every renewal cycle the
City requires the broker to re-evaluate the City's risks and look at all coverage options in
order to better protect the City and for the best price.
i
Property and Casualty Broker of Record
Council Agenda — December 14, 2010
Page 2 of 4
Risk Management released the RFP for broker services and received 6 responses from
the following firms: Alliant Insurance, Aon Hewitt, Arthur J. Gallagher, Marsh, Wells
Fargo and Brown & Brown (incumbent). The annual fees quoted ranged in price from
$50,000 to $189,000.
The written proposals were evaluated revealing a close scoring too narrow to eliminate
any one vendor from the oral interview process. All six firms were additionally scored
on their oral interview by a panel consisting of one internal Risk Management staff
member and four outside agency Risk Management professionals. The written
evaluation and oral interviews rated the firms on the firm qualifications and experience
with municipal risks; the qualifications and experience of the individuals that would be
assigned to the City's account; the capabilities of the firm to provide the scope of
services required by the City (including their information systems technology and value
added services/expertise); the quality of their conceptual approach to marketing and
servicing the City; and their proposed fees. Based on the written and oral evaluations,
Alliant Insurance Services and Brown & Brown were selected as the top two candidates.
These two firms completed a second interview with the full Risk Management staff and
HR Director.
After a thorough RFP process and complete reference check, Alliant Insurance Services
was the successful vendor. They have extensive experience with municipalities, more
depth of resources and expertise to compliment the City's internal Risk Management
program and access to municipal pooled programs that could provide additional savings
in premium dollars with the possibility of broader coverage forms and savings in annual
broker fees of $19,000 less than the City is currently paying. All of their experience,
knowledge and expertise will be used immediately as the City's next renewal process
begins this month.
Environmental Review:
Not applicable.
Public Notice:
Not applicable.
Funding Availability:
Funds which cover the recommended expenditures are in the Internal Services Budget
— Insurance Reserve Fund 6010-8714 and 6020-8714.
Pre aced by:
Sheri Anderson, HR Supervisor
Property and Casualty Broker of Record
Council Agenda — December 14, 2010
Page 3 of 4
Sub fitted by:
c /i,L�
t�Te—rri'L: Gassidy�HR Director
, HR/RM Mgmt
ATTACHMENT A
PROFESSIONAL SERVICES AGREEMENT WITH
ALLIANT INSURANCE SERVICES, INC.
FOR PROPERTY & CASUALTY BROKER OF RECORD SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made
and entered into as of this 1St day of December, 2010, by and between the CITY OF
NEWPORT BEACH, a California Municipal Corporation ("City"), and Alliant Insurance
Services, Inc. an Insurance Brokerage whose address is 1301 Dove Street, Ste. 200,
Newport Beach, California, 92660 ("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 purchases property and casualty insurance coverages to protect the City
and its assets from losses occurring in the course of its operation. This activity is
conducted by licensed insurance brokers via contract approving them as the
City's Broker of Record and authorized to act on the City's behalf for such
activity.
C. City desires to engage Consultant to be the City's Property & Casualty Broker of
Record ("Project").
D. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement.
E. The principal member of Consultant for purposes of Project, shall be Michael
Simmons.
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 Areement shall commence on the above written date, and shall
terminate on the 30 h day of November, 2013, unless terminated earlier as set forth
herein.
The City and Consultant may mutually agree to extend the Agreement for two (2)
additional one (1) year terms unless either party provides thirty (30) days written notice
that the Agreement shall terminate at the end of any term.
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 ("Work" or
"Services"). 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.
3.1 Consultant shall submit all requests for extensions of time for
performance in writing to the Project Administrator not later than ten (10)
calendar days after the start of the condition that purportedly causes a
delay. The Project Administrator shall review all such requests and may
grant reasonable time extensions for unforeseeable delays that are
beyond Consultant's control.
3.2 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the
circumstances, by either telephone, fax, hand -delivery or mail.
4. COMPENSATION TO CONSULTANT
City shall pay Consultant for the Services on a flat fee basis in accordance with the
provisions of this Section and the Schedule of Billing Rates 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 Ninety Thousand Dollars and no/100 ($90,000),
per year, for the first three years without prior written authorization from City. No billing
rate changes shall be made during the term of this Agreement without the prior written
approval of City.
4.1 City shall pay Consultant quarterly by invoice beginning December 1,
2010. City shall pay Consultant no later than thirty (30) days after
approval of the quarterly invoice by City staff.
Professional Services Agreement Page 2
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. Unless otherwise approved, such costs shall be
limited and include nothing more than the following costs incurred by
Consultant:
A. Actual costs and/or other costs and/or payments specifically
authorized in advance in writing and incurred by Consultant in the
performance of this Agreement.
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.
Changes in Services. The Fee is subject to adjustment if City creates a
new Program other than those Programs listed in Exhibit A, requests a
change in Service or if the City's size or organization changes to alter the
time involved in the Service.
Exclusions. Commissions for Special Events, Notary Bonds and
Vendor/Contractor Liability Programs are not included in the annual Fee
or Compensation, as coverage is provided to third party individuals.
Disclosures
Exclusions. Commissions for Special Events, Notary Bonds and
Vendor/Contractor Liability Programs are not included in the annual Fee
or Compensation, as coverage is provided to third party individuals.
Transparency and Disclosure. During the time of this Agreement,
Consultant will annually disclose any Commissions received by
Consultant in connection with any insurance placements on behalf of City
under the Consultant's "Transparency and Disclosure" policy, a copy of
which is made available upon request. Pursuant to its policy, Consultant
will conduct business in conformance with all applicable insurance
regulations and in advancement of the best interests of its clients. In
addition, Consultant's conflict of interest policy precludes it from accepting
any form of broker incentives that would result in business being placed
with carriers in conflict with the interests of Consultant's clients.
Other Alliant Services. In addition to the Compensation that Consultant
receives, its related entity, Alliant Specialty Insurance Services (ASIS)
may receive compensation from Consultant and/or a carrier for providing
underwriting services. The financial impact of the compensation received
Professional Services Agreement Page 3
by ASIS is a cost included in the premium. Additionally, the related
entities of Alliant Business Services (ABS) and/or Strategic HR may
receive compensation from Consultant and/or a carrier for providing
designated, value-added services. Services contracted for by the City
directly will be invoiced accordingly. Otherwise, services will be provided
at the expense of Consultant and/or the carrier.
Taxes and Fees, Third Party Brokers and Indirect Income
Surplus Lines Fees and Taxes. In certain circumstances, placement of
insurance services made by Consultant on behalf of City, with the prior
approval of City, may require the payment of surplus lines assessments,
taxes, and/or fees to state regulators, boards, and associations. Such
assessments, taxes, and/or fees will be charged to City and identified
separately on invoices covering these placements. City shall be
responsible for all such assessments, taxes, and fees, whether or not
separately invoiced. Consultant shall not be responsible for the payment
of any such fees, taxes, or assessments, except to the extent such fees,
taxes or assessments have already been collected from City.
Third Party Brokers. Consultant may determine from time to time that it is
necessary or appropriate to utilize the services of third party brokers (such
as surplus lines brokers, underwriting managers, London market brokers,
and reinsurance brokers) to assist in marketing the City insurance
program. Subject to the provisions herein, these third party brokers may
be affiliates of Consultant (e.g., other companies of Consultant that
provide services other than those included within the Scope of Services of
this Agreement), or may be unrelated third party brokers. Compensation
to such third party brokers will be paid by the insurance company out of
paid insurance premiums.
Indirect Income. "Indirect Income" includes such items as insurance
carrier contingency arrangements. Consultant will not accept these
compensation incentives from insurers, including contingent commissions,
market service agreements (MSA), volume -based commissions incentives
and rebates on business placed on behalf of City within the Scope of
Services of this Agreement.
5. PROJECT MANAGER
Consultant shall designate a Project Manager, who shall coordinate all phases of the
Project. This Project Manager shall be available to City at all reasonable times during
the Agreement term. Consultant has designated Rennetta Poncy and Michael
Simmons to be its Project Manager(s). Consultant shall not remove or reassign the
Project Managers 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.
Professional Services Agreement Page 4
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. Lauren
Farley, HR/Risk Management Administrator, or his/her designee, 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. CITY'S RESPONSIBILITIES
In order to assist Consultant in the execution of its responsibilities under this
Agreement, City agrees to, where applicable:
A. Provide access to, and upon request of Consultant, one copy of all
existing relevant information on file at City. City will provide all such
materials in a timely manner so as not to cause delays in Consultant's
Work schedule.
B. Provide blueprinting and other Services through City's reproduction
company for bid documents. Consultant will be required to coordinate the
required bid documents with City's reproduction company. All other
reproduction will be the responsibility of Consultant and as defined above.
C. Provide usable life of facilities criteria and information with regards to new
facilities or facilities to be rehabilitated.
8. STANDARD OF CARE
8.1 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.
8.2 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
Professional Services Agreement Page 5
profession. Consultant shall maintain a City of Newport Beach business
license during the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by
reason of strikes, lockouts, accidents, or acts of God, or the failure of City
to furnish timely information or to approve or disapprove Consultant's
Work promptly, or delay or faulty performance by City, contractors, or
governmental agencies.
9. 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, subconsultants, 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.
10. 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
Professional Services Agreement Page 6
that Consultant shall follow the desires of City with respect to the results of the
Services.
11. 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.
12. 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.
13. 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.
14. 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, policies of insurance of the type and amounts described below and
in a form satisfactory to City.
A. 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.
B. 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
Professional Services Agreement Page 7
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.
C. Coverage Requirements.
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.
ii. General Liability Coverage. Consultant shall maintain commercial
general liability insurance in an amount not less than ten million
dollars ($10,000,000) per occurrence for bodily injury, personal
injury, and property damage, including without limitation, blanket
contractual liability.
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 accident.
iv. 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 ten million dollars ($10,000,000) limit per claim
and in the aggregate.
D. Other Insurance Provisions or Requirements.
The policies are to contain, or be endorsed to contain, the following provisions:
Professional Services Agreement Page 8
i. 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.
ii. 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.
iii. 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.
iv. 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.
E. 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.
F. 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.
15. 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
Professional Services Agreement Page 9
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.
16. 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.
17. 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.
Documents, including drawings and specifications, prepared by Consultant pursuant to
this Agreement are not intended or represented to be suitable for reuse by City or
others on any other project. Any use of completed Documents for other projects and
any use of incomplete Documents without specific written authorization from Consultant
will be at City's sole risk and without liability to Consultant. Further, any and all liability
arising out of changes made to Consultant's deliverables under this Agreement by City
or persons other than Consultant is waived against Consultant and City assumes full
responsibility for such changes unless City has given Consultant prior notice and has
received from Consultant written consent for such changes.
18. 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.
19. INTELLECTUAL PROPERTY INDEMNITY
The Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement of any
United States' letters patent, trademark, or copyright infringement, including costs,
contained in Consultant's drawings and specifications provided under this Agreement.
Professional Services Agreement Page 10
P��1l:7xKi7:U1;�
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.
21. 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.
22. ERRORS AND OMISSIONS
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.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the Project.
24. 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
Professional Services Agreement Page 11
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.
25. 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:
Attention: Sheri Anderson
Human Resources Department
City of Newport Beach
3300 Newport Boulevard
PO Box 1768
Newport Beach, CA 92658
Phone: 949-644-3307
Fax: 949-723-3509
canderson@newportbeachca.gov
All notices, demands, requests or approvals from CITY to Consultant shall be addressed
to Consultant at:
Attention: Rennetta Poncy
Alliant Insurance Services, Inc.
1301 Dove Street, Suite 200
Newport Beach, CA 92660
Phone: 949-756-0271
Fax: 949-756-2713
rponcy@alliantinsurance.com
26. CLAIMS
The Consultant and the City expressly agree that in addition to any claims filing
requirements set forth in the Contract and Contract documents, the Consultant shall be
required to file any claim the Consultant may have against the City in strict conformance
with the Tort Claims Act (Government Code sections 900 et seg.).
27. 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
seven (7) calendar days, or if more than seven (7) calendar days are reasonably
required to cure the default and the defaulting party fails to give adequate assurance of
due performance within seven (7) calendar days after receipt of written notice of
default, specifying the nature of such default and the steps necessary to cure such
Professional Services Agreement Page 12
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 sixty (60) 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.
28. COMPLIANCE WITH ALL LAWS
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.
29. 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.
30. 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.
31. 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.
32. 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. .
Professional Services Agreement Page 13
33. 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.
34. 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.
35. CONTROLLING LAZA/ 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.
36. 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.
Professional Services Agreement Page 14
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on
the day and year first written above.
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY:
By:
M tte D. uchamp
Assistant i Attorney
ATTEST:
in
Leilani Brown,
City Clerk
Attachments:
A08-00093 5.13.10
CITY OF NEWPORT BEACH,
A Municipal Corporation
M
Mayor Keith Curry
CONSULTANT:
M
(Corporate Officer)
Print Name:
A
(Financial Officer)
Print Name:
Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Professional Services Agreement Page 15
{ ITY OF NFINP-JR1BEACH EXHIBIT
Scope of Services
Outline in your proposal the services your firm will provide. If certain services are to be
provided through an insurer, other broker or independent contractor, explain in detail what
services each will provide and how all services will be coordinated. Service requirements for
City's Insurance Broker of Record include but are not limited to the following:
Administrative Requirements
1) Meet with the City's Risk Management staff no less than quarterly to discuss insurance
questions, concerns and/or trends that may affect the City;
2) Attend occasional meetings with City management or other persons as requested;
3) Submit an annual stewardship report, including a summary of past activity and action
plans (anticipated goals) for the coming contract period prior to the beginning of each
year of service, including at a minimum:
• Insured program earned premiums and incurred losses by year by coverage line,
• Anticipated renewal terms and conditions and other indications of market conditions,
trends and anticipated changes,
Identified problem areas such as claim handling, safety hazards, uninsured risks,
etc.,
• Recommendations for improved program design,
• Services performed and planned,
• Accounting of all income received on this account, including income to affiliates,
subsidiaries and parent organizations, and the method by which fees are calculated
(for charges other than base fee);
4) Maintain confidential all information provided by the Broker pursuant to the contract, and
return any written, computer-generated or other tangible documentation or proprietary
information to City upon request or at the termination of the contract; Broker shall not
permit reproduction or use of confidential information except as authorized by the City.
Documents generated, provided or prepared by Broker on behalf of the City are the
property of the City and must be turned over to the City upon request in the form(s)
requested (i.e., on diskette, paper, or otherwise);
5) Inform City immediately of any proposed changes of the individuals handling City's
account and the qualifications of the prospective individuals. Such changes shall be
made subject to agreement with City;
6) Be knowledgeable of the needs of the City and be adept in identifying and measuring
risks of a municipality;
RFOI FSI FOR F'ROt'0SAL 7
".ITY `f" NNF_.1XFQRT BrA'CH r7XNiVl A.
7) Maintain accurate claim data on an accident date basis and provide City with a quarterly
status report;
8) Service insurance requests (e.g., issuing certificates of insurance, endorsements, etc.) as
needed;
9) Review certificates of insurance, in addition to contract insurance provisions if necessary,
for City contracts; approve or provide department checklist for corrections until certificate
complies and approved;
10) Keep current and provide to City a complete listing of all insurance policies and all details
pertinent to the policies in the form of a "policy digest"
11) Cooperate in any transition to another broker at the expiration of the five-year contract.
Broker will be required to deliver all data/documents as set forth herein. Payment of final
monthly invoice shall be held until transfer of all data/documents is completed to the
satisfaction of the City.
Marketing and Negotiating Insurance Coverage
12) Continually monitor and analyze City's operations and loss exposures;
13) Perform all on-site inspections necessary to identify exposures;
14) Recommend coverages consistent with the exposures to provide the highest level of
coverage at the least possible cost to the City;
15) Collect and maintain for future use all the data necessary, and prepare professional
insurance proposal submission packages for proper marketing of various coverages;
16) Market the insurance needs of the City, preparing underwriting specifications and bid
packages for all insurance placements, including renewals;
17) Negotiate with underwriters on terms and conditions to obtain the most beneficial and
cost-effective coverages available to the City, and include the Risk Management in
negotiations;
18) Provide, as requested from time to time by the City, insurance quotations for additional
insurance coverages;
19) Verify the rates and premiums for accuracy, determine that rating bureau and underwriter
rates are correct;
20) Check wording for accuracy on new policies, binders, certificates, endorsements or other
documents when they are received, verify that all negotiated coverage enhancements are
provided and obtain revisions in such documents when needed;
21) Promptly submit originals of all policies and endorsements to City.
22) Oversee and coordinate all services provided by underwriters and insurance carriers on
behalf of the City;
23) Assure that all coverages are placed with financially responsible insurers that meet
minimum rating requirements as approved by Risk Management;
REOU :S i FOR PRui'OSAi 8
I I
CITY OF NEVIP:DRT BEACH FXHIBI I A
24) Use California -admitted insurers unless there are compelling reasons (e.g., significant
cost savings, financial security) to use non -admitted insurers;
Insurance Consultative/Advisor Services
25) Be readily available to answer insurance related questions/concerns;
26) Make a good faith effort to keep Risk Management informed of all market developments
which might affect the City's access to or cost of insurance;
27) Assist Risk Management in reviewing purchase order agreements, leases, and other
contracts to determine if a risk or exposure can be transferred or avoided;
28) Work with, and provide assistance to the City on loss control programs;
29) Participate in and advise on claims and litigation management and analysis and assist in
the adjustment and settlement of claims and losses;
30) Review quarterly loss runs of all claims made against the City and present your findings
and recommendations in a format acceptable to Risk Management,
31) Electronically maintain property database/books, which contain a pictorial catalog of
building valuations for all buildings owned by the City; Conduct extensive inspection of all
City locations every three years and compute valuations;
32) Review new construction plans as needed and make recommendations on fire protection
systems, precautions to take during construction and liability risks and exposures;
Review and comment on insurer loss control activities and recommendations
Consultant agrees to provide services to the following Programs of City:
• Property
• Difference in Conditions
Fidelity Insurance
Workers' Compensation
Watercraft
• Crime
• Excess Public Liability
• Pollution
o Oil Well Blanket Bond
• Builders Risk
• Special Event
EXHIBIT B
RFP Property & Casualty Broker of Record
Alliant Insurances Services, Inc.
Schedule of Billing Rates
Flat Fee:
Year 2011
$ 90,000
Year 2012
$ 90,000
Year 2013
$ 90,000
As mutually agreeable, two 1 Year extensions to this Agreement are included at a Fee
increase not to exceed 3% each year.